Member intends that this Agreement constitute the ' limited liability company agreement" of the LLC, within the meaning of that term as defined in the Delaware Limited Liability Company Act, Delaware Code Title 6, Seaton 18-101, et seq. the "Act'); NOW TFIBREFORE, it is agreed and stated as follows: Section 1. gormation: Member The L

onsideration, the receipt of which is hereby acknowledged, the Members and the Company agree as follows: ARTICLE 1 DEFINED TERMS 1.1 "Act" means the Delaware Limited Liability Company Act, as amended from time to time. 1.2 "Adjusted Capital Account Balance" means, with respect to each Member, such Member's Capital Account balance m

onsideration, the receipt of which is hereby acknowledged, the Members and the Company agree as follows: ARTICLE 1 DEFINED TERMS 1.1 "Act" means the Delaware Limited Liability Company Act, as amended from time to time. 1.2 "Adjusted Capital Account Balance" means, with respect to each Member, such Member's Capital Account balance m

of this Agreement, the following terms shall have meanings set forth below. "AAA" shall have the meaning provided in Section LQ. "Act' shall mean the Delaware Limited Liability Company Act (currently Chapter 18 of Title 6 of the Delaware Code), as amended from time to time. "Additional Capital Contribution" shall have the meaning prov

onsideration, the receipt of which is hereby acknowledged, the Members and the Company agree as follows: ARTICLE 1 DEFINED TERMS 1.1 "Act" means the Delaware Limited Liability Company Act, as amended from time to time. 1.2 "Adiusted Capital Account Balance" means, with respect to each Member, such Member's Capital Account balance m

onsideration, the receipt of which is hereby acknowledged, the Members and the Company agree as follows: ARTICLE 1 DEFINED TERMS 1.1 "Act" means the Delaware Limited Liability Company Act, as amended from time to time. 1.2 "Adiusted Capital Account Balance" means, with respect to each Member, such Member's Capital Account balance m

ED CERTIFICATE OF FORMATION OF CERBERUS EMPLOYEES, LLC This Amended and Restated Certificate of Formation is filed pursuant to Section 18-208 of the Delaware Limited Liability Company Act. This document restates, integrates and further amends the Certificate of Formation of Cerberus Employees, LLC which was filed with the office of t

rs of a corporation are generally not liable for the acts and omissions of the corporation. Such liability is generally limited by the provisions of the Delaware Limited Liability Company Act and by applicable cast law. (8) Fair Value of Financial Instruments FA SB ASC 825, Financial II:sir:anew, requires the disclosure of the fair value

his legal representative. Mr. Black is sole member and manager. The agreement is silent on consequences of his death or disability, but §18-705 of the Delaware Limited Liability Company Act permits a member's personal representative to exercise the member's rights under an LLC agreement. Here, the representative could exercise Mr. Blac

ital Contributions of all Members as of such date. "Island" means Island C-III Holdings LLC, a Delaware limited liability company. "LLC Act" means the Delaware Limited Liability Company Act, Title 6, §§18-101 to 18-1109, as in effect on the date hereof, and as amended from time to time, or any successor law. "Majority in Interest of t

nterest of or factors affecting us or any of our shareholders and will not be subject to any different standards imposed by our operating agreement. the Delaware Limited Liability Company Act or under any other law, rule or regulation or in equity. Whenever a potential conflict of interest exists between us and our manager. our manager m

ager to review any transactions that require approval under the Advisers Act, including Section 206(3) thereunder, or otherwise. Delaware Act means the Delaware Limited Liability Company Act (6 Del.C. § 18-101 et seq.) as in effect on the date hereof and as amended from time to time, or any successor law. ERISA means the Employee Retire

ager to review any transactions that require approval under the Advisers Act, including Section 206(3) thereunder, or otherwise. Delaware Act means the Delaware Limited Liability Company Act (6 Del.C. § 18-101 et seq.) as in effect on the date hereof and as amended from time to time, or any successor law. ERISA means the Employee Retire

ager to review any transactions that require approval under the Advisers Act, including Section 206(3) thereunder, or otherwise. Delaware Act means the Delaware Limited Liability Company Act (6 Del.C. § 18-101 et seq.) as in effect on the date hereof and as amended from time to time, or any successor law. ERISA means the Employee Retire

rust Cerberus FIM Investors, LW (the 'Company) was organized as a limited liability company in March 2005 pursuant to the provisions of the laws of the Delaware Limited Liability Company Act and commenced operations on March 9, 2006. Cerberus AM, LLC, a Delaware limited liability company, is the managing member (Managing Member") of the

ed. Cerberus FIM Investors, LLC (the "Company, was organized as a limited liability company in March 2006 pursuant to the provisions of the laws of the Delaware Limited Liability Company Act, and commenced operations on March 9, 2006. Cerberus FIM, LLC, a Delaware limited liability company, is the managing member ('Managing Member") of t

e with respect to matters relating to the organization or internal affairs of Apollo Global Management, LLC as set forth under Section 18-109(d) of the Delaware Limited Liability Company Act); (ii) irrevocably submits to the exclusive jurisdiction of such courts in connection with any such claim, suit, action or proceeding; and (iii) irr