ement. NOW, THEREFORE, be it hereby resolved as follows: RESOLVED, the execution and delivery of the Third A&R LLC Agreement and the acceptance of the Special Membership Interests and the Special Non-Voting Shares by the Company is hereby approved, confirmed and/or ratified by the Managing Member in all respects. IV. GENERAL

count Balance" shall have the meaning set forth in Section I la. 3. Purpose. The Company has been organized exclusively to (a) acquire and own (i) the Special Membership Interests in (1) the companies listed on Schedule B hereto (the "Fund Managers") which act as the general partner of the Funds (including certain Coinvestment

o, exercising all voting rights of the Company in connection with its Special Membership Interests in the Fund Managers, causing the Company to sell the Special Membership Interests in the Fund Managers or admitting any senior executive of the Finn or other service provider as a member or partner in the Company or any Fund Mana

proceeds of Liquidity Events consistent with Section 14 herein in a form or structure to be established by the Managing Member at that time; (iii) the Special Membership Interests shall revert back to the Managing Member after all amounts have been repaid under the Citi Loan; and (iv) the obligation to cause payments to be ma

fit Share generally shall be made to the Company by the Fund Managers at the times and in the amounts as received by the Fund Managers on account of the Special Membership Interests (which shall include tax distributions made to certain Fund Managers from the applicable Funds pursuant to Funds' limited partnership agreements),

Cerberus Executive Entities"), including Cerberus Executive, L.P., a Cayman Islands exempted limited partnership, which may (a) acquire and own (i) the Special Membership Interests in (1) certain offshore Fund Managers (the "Offshore Fund Managers") that act as the general partner to certain offshore Funds and managed accounts