d agrees that there is only one class of Membership Interests in the Company, but that the Managing Member of the Company has authority, subject to the Non-Managing Members approval on certain occasions, to operate and control the activities of the Company. The Interests may only be sold, pledged, gifted or otherwise t

a. The name and address of the Managing Member is as follows: Name Address Stephen A. Feinberg Cerberus Ca ital Mane ement, L.P. b. The names of the Non-Managing Members and the pools in which they are participating are set forth on Schedule A and Schedule C hereto. The Managing Member shall provide a separate suppl

ing at least 30% of the General Points to dissolve the Company; provided that such a dissolution shall require at least 12 months advance notice to the Non-Managing Members; (b) a determination by the Managing Member to dissolve the Company; provided that such a dissolution shall require at least 24 months advance noti

entity with respect to which Feinberg and his Affiliates do not own more than 50% of the equity interests (a "Third Party") without the consent of the Non-Managing Members. The Non-Managing Members acknowledge that the Fund Managers and Feinberg may also (i) sell, assign or transfer to a Third Party all or a portion o

er and Non-Managing Members holding at least 30% of the General Points at the time of the proposed amendment; provided, further, that no consent of the Non-Managing Members shall be required for the Managing Member to change a Non-Managing Member's interest herein (including General Points, Desk Points, a Non-Managing

provisions of this Agreement, without the consent of the Non-Managing Members, so that the terms hereof comply with any laws or regulations promulgated by the Securities and Exchange Commission, the Federal Reserve, the Feder

y as provided in the Revised Supplement of the Holder. The rights, powers, preferences, restrictions and limitations of the membership interests of the Non-Managing Members in the Company are set forth in, and this Certificate and the membership interests in the Company represented hereby are issued and shall in all re