. (b) A Member selected by the Managers shall be designated as the Tax Matters Partner of the Company for federal income tax purposes. The initial Tax Matters Partner shall be Jason Milligan. The Members acting by a Majority in Interest may remove and appoint replacement Members as Tax Matters Partner fro

(a)(7) of the Code. (d) The initial Tax Matters Member shall be LEON D. BLACK. The Tax Matters Member shall have the power to appoint a successor Tax Matters Member. ARTICLE 11 DISSOLUTION 11.1 Dissolution. 12 DM US 37293334-L088835.001I EFTA00600720 (a) The Company shall dissolve, and its affairs

(a)(7) of the Code. (d) The initial Tax Matters Member shall be LEON D. BLACK. The Tax Matters Member shall have the power to appoint a successor Tax Matters Member. ARTICLE 11 DISSOLUTION 11.1 Dissolution. 12 DM US 37293334-L088835.001I EFTA00600698 (a) The Company shall dissolve, and its affairs

n in Liquidation 14 7.2. Allocation of Net Income and Net Losses in Liquidation 14 7.3. Other Allocations Rules 14 Section 8. Books, Records, Tax Matters and Bank Accounts 15 NBVIYORK 6941III (1) EFTA00614192 8.1. Books and Records 15 8.2. Reports and Financial Statements 15 8.3. Tax Matte

e Following Potential Refinancing 38 Summary of Principal Terms 43 Certain Risk Factors 95 Conflicts of Interest 121 Certain Legal, ERISA and Tax Matters 128 Appendix: Glossary 148 Confidential viii February 2018 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0088677 CONFIDENTIAL SD

lated by this Private Placement Memorandum will be in compliance with the U.S. Risk Retention Regulations. See Section 14, "Certain Legal—ERISA and Tax Matters—US Credit Risk Retention." European Risk Retention Rules The EU Risk Retention Rules or Similar Requirements apply to Affected Investors investing

RIN II .094 Alpha Group Capital LLC Section 14 Certain Legal, ERISA and Tax Matters Confidential 127 February 2018 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0088804 CONFIDENTIAL SDNY_GM_00234988 EFTA01386892

Designee. "Covered Person" shall mean the Administrator and its Affiliates, any Member Designee (including, without limitation, in its capacity as Tax Matters Partner and/or Attorney-in-Fact) and its Affiliates, members of the Conflicts Review Committee, and the members of any each of the current and form