Common use of Membership Interests; Capitalization; Capital Accounts Clause in Contracts

Membership Interests; Capitalization; Capital Accounts. (a) The Company shall have seven authorized classes of Membership Interests, consisting of 1,220,320 Common Membership Interests, which shall have equal rights and preferences in the assets of the Company, 8,330 Class C Membership Interests, which shall be “profits interests” and not “capital interests” as such terms are defined in Revenue Procedure 93-27, 1993-2 C.B. 343, which may be issued in one or more series and which shall be issued in the same amount and same series as the Management Units issued by Management Company, 1,021,764 GM Preferred Membership Interests, 5,000,000 Class D-1 Preferred Membership Interests, 250,000 Class D-2 Preferred Membership Interests, 2,576,601 Class E Preferred Membership Interests and 157,500,000 Class F Preferred Membership Interests. The Company has authorized for issuance a single series of Class C Membership Interests consisting of 4,799 Class C series C-1 Membership Interests (the “Class C-1 Membership Interests”). A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, except for the Class E Preferred Membership Interests held by Blocker Sub, Membership Interests held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The Company may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place. (b) Without limiting the generality of Section 3.1(a) above, from time to time after December 31, 2008, and notwithstanding anything to the contrary in this Agreement, (i) in the event that any of the Management Units issued by Management Company are forfeited under the Equity Incentive Plan, then Management Company shall forfeit the same number and series of Class C Membership Interests to the Company, and (ii) in the event that Management Company elects to exercise its rights or is required under the Equity Incentive Plan to repurchase Management Units from a Management Holder, the Company will promptly redeem for cash an equal number of Class C Membership Interests held by Management Company at a redemption price equal to the repurchase price payable by Management Company for such Management Units pursuant to the terms of the Equity Incentive Plan. Class C Membership Interests which are forfeited will be deemed cancelled and not outstanding but may be reissued in a different series. Class C Membership Interests which are redeemed will be deemed cancelled and not outstanding and shall not be reissued. (c) Upon the execution and delivery of this Agreement, the existing Schedule of Members (as updated by the Company through the Effective Date and as provided in paragraph (d) below) shall continue to be the Schedule of Members. Following the Effective Date, the Company shall update the Schedule of Members to reflect any changes in the Members, the Membership Interests and the Company Interests of the Members in accordance with the terms of this Agreement. The initial Capital Account balance of each of FIM, GM Holdco, GM Preferred Holdco, the Class E Preferred Holder, the Class F Preferred Holder and the Treasury Preferred Holder (as of December 31, 2008) shall be reflected in the Company books and records. The initial Capital Account balance of Management Company was equal to zero. (d) The Class A Membership Interests and Class B Membership Interests outstanding under the Third Amended and Restated Agreement were combined into a single class of Common Membership Interests on April 15, 2009. Stock certificates for Class A Membership Interests and Class B Membership Interests need not be submitted to the Company for re-certification, and any outstanding certificates for Class A Membership Interests and Class B Membership Interests shall for all purposes be deemed to be certificates for Common Membership Interests.

Membership Interests; Capitalization; Capital Accounts. (a) The Company shall have seven six authorized classes of Membership Interests, consisting of 1,220,320 Common 137,680 Class A Membership Interests and 132,280 Class B Membership Interests, which shall have equal rights and preferences in the assets of the Company, 8,330 Class C Membership Interests, which shall be “profits interests” and not “capital interests” as such terms are defined in Revenue Procedure 93-27, 1993-2 C.B. 343, which may be issued in one or more series and which shall be issued in the same amount and same series as the Management Units issued by Management Company, 1,021,764 GM Preferred Membership Interests, 5,000,000 Class D-1 Preferred Membership Interests, 250,000 Class D-2 Preferred Membership Interests, Interests and 2,576,601 Class E Preferred Membership Interests and 157,500,000 Class F Preferred Membership Interests. The Company has authorized for issuance a single series of Class C Membership Interests consisting of 4,799 Class C series C-1 Membership Interests (the “Class C-1 Membership Interests”). A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, except for the Class E Preferred Membership Interests held by Blocker Sub, Membership Interests held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The Company may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place. (b) Without limiting the generality of Section 3.1(a) above, from time to time after December 31, 2008the Effective Date, and notwithstanding anything to the contrary in this Agreement, (i) in the event that any of the Management Units issued by Management Company are forfeited under the Equity Incentive Plan, then Management Company shall forfeit the same number and series of Class C Membership Interests to the Company, and (ii) in the event that Management Company elects to exercise its rights or is required under the Equity Incentive Plan to repurchase Management Units from a Management Holder, the Company will promptly redeem for cash an equal number of Class C Membership Interests held by Management Company at a redemption price equal to the repurchase price payable by Management Company for such Management Units pursuant to the terms of the Equity Incentive Plan. Class C Membership Interests which are forfeited will be deemed cancelled and not outstanding but may be reissued in a different series. Class C Membership Interests which are redeemed will be deemed cancelled and not outstanding and shall not be reissued. (c) Upon the execution and delivery of this Agreement, the existing Schedule of Members (shall be updated as updated by the Company through the Effective Date and as provided in paragraph (d) below) shall continue to be set forth on the Schedule of MembersMembers attached hereto, with effect as of the Effective Date. Following the Effective Date, the Company shall update the Schedule of Members to reflect any changes in the Members, the Membership Interests and the Company Interests of the Members in accordance with the terms of this Agreement. The initial Capital Account balance of each of FIM, GM Holdco, GM Preferred Holdco, the Class E Preferred Holder, the Class F Preferred Holder and the Treasury Preferred Holder (as of December 31, 2008the Effective Date) shall be reflected in the Company books and records. The initial Capital Account balance of Management Company was equal to zero. (d) The Class A Membership Interests and Class B Membership Interests outstanding under the Third Amended and Restated Agreement were combined into a single class of Common Membership Interests on April 15, 2009. Stock certificates for Class A Membership Interests and Class B Membership Interests need not be submitted to the Company for re-certification, and any outstanding certificates for Class A Membership Interests and Class B Membership Interests shall for all purposes be deemed to be certificates for Common Membership Interests.

Membership Interests; Capitalization; Capital Accounts. (a) The Company shall have seven six authorized classes of Membership Interests, consisting of 1,220,320 539,920 Common Membership Interests, which shall have equal rights and preferences in the assets of the Company, 8,330 Class C Membership Interests, which shall be “profits interests” and not “capital interests” as such terms are defined in Revenue Procedure 93-27, 1993-2 C.B. 343, which may be issued in one or more series and which shall be issued in the same amount and same series as the Management Units issued by Management Company, 1,021,764 GM Preferred Membership Interests, 5,000,000 Class D-1 Preferred Membership Interests, 250,000 Class D-2 Preferred Membership Interests, Interests and 2,576,601 Class E Preferred Membership Interests and 157,500,000 Class F Preferred Membership Interests. The Company has authorized for issuance a single series of Class C Membership Interests consisting of 4,799 Class C series C-1 Membership Interests (the “Class C-1 Membership Interests”). A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, except for the Class E Preferred Membership Interests held by Blocker Sub, Membership Interests held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The Company may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place. (b) Without limiting the generality of Section 3.1(a) above, from time to time after December 31, 2008, and notwithstanding anything to the contrary in this Agreement, (i) in the event that any of the Management Units issued by Management Company are forfeited under the Equity Incentive Plan, then Management Company shall forfeit the same number and series of Class C Membership Interests to the Company, and (ii) in the event that Management Company elects to exercise its rights or is required under the Equity Incentive Plan to repurchase Management Units from a Management Holder, the Company will promptly redeem for cash an equal number of Class C Membership Interests held by Management Company at a redemption price equal to the repurchase price payable by Management Company for such Management Units pursuant to the terms of the Equity Incentive Plan. Class C Membership Interests which are forfeited will be deemed cancelled and not outstanding but may be reissued in a different series. Class C Membership Interests which are redeemed will be deemed cancelled and not outstanding and shall not be reissued. (c) Upon the execution and delivery of this Agreement, the existing Schedule of Members (as updated by the Company through the Effective Date and as provided in paragraph (d) below) shall continue to be the Schedule of Members. Following the Effective Date, the Company shall update the Schedule of Members to reflect any changes in the Members, the Membership Interests and the Company Interests of the Members in accordance with the terms of this Agreement. The initial Capital Account balance of each of FIM, GM Holdco, GM Preferred Holdco, the Class E Preferred Holder, the Class F Preferred Holder and the Treasury Preferred Holder (as of December 31, 2008) shall be reflected in the Company books and records. The initial Capital Account balance of Management Company was equal to zero. (d) The Class A Membership Interests and Class B Membership Interests outstanding under the Third Amended and Restated Agreement were combined into a single class of Common Membership Interests on April 15, 2009. Stock certificates for Class A Membership Interests and Class B Membership Interests need not be submitted to the Company for re-certification, and any outstanding certificates for Class A Membership Interests and Class B Membership Interests shall for all purposes be deemed to be certificates for Common Membership Interests.

Membership Interests; Capitalization; Capital Accounts. (a) The Company shall have seven six authorized classes of Membership Interests, consisting of 1,220,320 Common 216,719 Class A Membership Interests and 323,201 Class B Membership Interests, which shall have equal rights and preferences in the assets of the Company, 8,330 Class C Membership Interests, which shall be “profits interests” and not “capital interests” as such terms are defined in Revenue Procedure 93-27, 1993-2 C.B. 343, which may be issued in one or more series and which shall be issued in the same amount and same series as the Management Units issued by Management Company, 1,021,764 GM Preferred Membership Interests, 5,000,000 Class D-1 Preferred Membership Interests, 250,000 Class D-2 Preferred Membership Interests, Interests and 2,576,601 Class E Preferred Membership Interests and 157,500,000 Class F Preferred Membership Interests. The Company has authorized for issuance a single series of Class C Membership Interests consisting of 4,799 Class C series C-1 Membership Interests (the “Class C-1 Membership Interests”). A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, except for the Class E Preferred Membership Interests held by Blocker Sub, Membership Interests held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The Company may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place. (b) Without limiting the generality of Section 3.1(a) above, from time to time after December 31, 2008, and notwithstanding anything to the contrary in this Agreement, (i) in the event that any of the Management Units issued by Management Company are forfeited under the Equity Incentive Plan, then Management Company shall forfeit the same number and series of Class C Membership Interests to the Company, and (ii) in the event that Management Company elects to exercise its rights or is required under the Equity Incentive Plan to repurchase Management Units from a Management Holder, the Company will promptly redeem for cash an equal number of Class C Membership Interests held by Management Company at a redemption price equal to the repurchase price payable by Management Company for such Management Units pursuant to the terms of the Equity Incentive Plan. Class C Membership Interests which are forfeited will be deemed cancelled and not outstanding but may be reissued in a different series. Class C Membership Interests which are redeemed will be deemed cancelled and not outstanding and shall not be reissued. (c) Upon the execution and delivery of this Agreement, the existing Schedule of Members (as updated by the Company through the Effective Date and as provided in paragraph (d) belowDate) shall continue to be the Schedule of Members. Following the Effective Date, the Company shall update the Schedule of Members to reflect any changes in the Members, the Membership Interests and the Company Interests of the Members in accordance with the terms of this Agreement. The initial Capital Account balance of each of FIM, GM Holdco, GM Preferred Holdco, the Class E Preferred Holder, the Class F Preferred Holder and the Treasury Preferred Holder (as of December 31, 2008) shall be reflected in the Company books and records. The initial Capital Account balance of Management Company was equal to zero. (d) The Class A Membership Interests and Class B Membership Interests outstanding under the Third Amended and Restated Agreement were combined into a single class of Common Membership Interests on April 15, 2009. Stock certificates for Class A Membership Interests and Class B Membership Interests need not be submitted to the Company for re-certification, and any outstanding certificates for Class A Membership Interests and Class B Membership Interests shall for all purposes be deemed to be certificates for Common Membership Interests.

Membership Interests; Capitalization; Capital Accounts. (a) The Company shall have seven six authorized classes of Membership Interests, consisting of 1,220,320 Common 137,680 Class A Membership Interests and 132,280 Class B Membership Interests, which shall have equal rights and preferences in the assets of the Company, 8,330 Class C Membership Interests, which shall be “profits interests” and not “capital interests” as such terms are defined in Revenue Procedure 93-27, 1993-2 C.B. 343, which may be issued in one or more series and which shall be issued in the same amount and same series as the Management Units issued by Management Company, 1,021,764 GM Preferred Membership Interests, 5,000,000 Class D-1 Preferred Membership Interests, 250,000 Class D-2 Preferred Membership Interests, Interests and 2,576,601 Class E Preferred Membership Interests and 157,500,000 Class F Preferred Membership Interests. The Company has authorized for issuance a single series of Class C Membership Interests consisting of 4,799 Class C series C-1 Membership Interests (the “Class C-1 Membership Interests”). A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, except for the Class E Preferred Membership Interests held by Blocker Sub, Membership Interests held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The Company may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place. (b) Without limiting the generality of Section 3.1(a) above, from time to time after December 31, 2008, and notwithstanding anything to the contrary in this Agreement, (i) in the event that any of the Management Units issued by Management Company are forfeited under the Equity Incentive Plan, then Management Company shall forfeit the same number and series of Class C Membership Interests to the Company, and (ii) in the event that Management Company elects to exercise its rights or is required under the Equity Incentive Plan to repurchase Management Units from a Management Holder, the Company will promptly redeem for cash an equal number of Class C Membership Interests held by Management Company at a redemption price equal to the repurchase price payable by Management Company for such Management Units pursuant to the terms of the Equity Incentive Plan. Class C Membership Interests which are forfeited will be deemed cancelled and not outstanding but may be reissued in a different series. Class C Membership Interests which are redeemed will be deemed cancelled and not outstanding and shall not be reissued. (c) Upon the execution and delivery of this Agreement, the existing Schedule of Members (as updated by the Company through the Effective Date and as provided in paragraph (d) below) shall continue to be the Schedule of Members. Following the Effective Date, the Company shall update the Schedule of Members to reflect any changes in the Members, the Membership Interests and the Company Interests of the Members in accordance with the terms of this Agreement. The initial Capital Account balance of each of FIM, GM Holdco, GM Preferred Holdco, the Class E Preferred Holder, the Class F Preferred Holder and the Treasury Preferred Holder (as of December 31, 2008) shall be reflected in the Company books and records. The initial Capital Account balance of Management Company was equal to zero. (d) The Class A Membership Interests and Class B Membership Interests outstanding under the Third Amended and Restated Agreement were combined into a single class of Common Membership Interests on April 15, 2009. Stock certificates for Class A Membership Interests and Class B Membership Interests need not be submitted to the Company for re-certification, and any outstanding certificates for Class A Membership Interests and Class B Membership Interests shall for all purposes be deemed to be certificates for Common Membership Interests.

Membership Interests; Capitalization; Capital Accounts. (a) The Company shall have seven authorized classes of Membership Interests, consisting of 1,220,320 Common Membership Interests, which shall have equal rights and preferences in the assets of the Company, 8,330 Class C Membership Interests, which shall be “profits interests” and not “capital interests” as such terms are defined in Revenue Procedure 93-27, 1993-2 C.B. 343, which may be issued in one or more series and which shall be issued in the same amount and same series as the Management Units issued by Management Company, 1,021,764 GM Preferred Membership Interests, 5,000,000 Class D-1 Preferred Membership Interests, 250,000 Class D-2 Preferred Membership Interests, 2,576,601 Class E Preferred Membership Interests and 157,500,000 Class F Preferred Membership Interests. The Company has authorized for issuance a single series of Class C Membership Interests consisting of 4,799 Class C series C-1 Membership Interests (the “Class C-1 Membership Interests”). A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, except for the Class E Preferred Membership Interests held by Blocker Sub, Membership Interests held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The Company may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place. (b) Without limiting the generality of Section 3.1(a) above, from time to time after December 31, 2008, and notwithstanding anything to the contrary in this Agreement, (i) in the event that any of the Management Units issued by Management Company are forfeited under the Equity Incentive Plan, then Management Company shall forfeit the same number and series of Class C Membership Interests to the Company, and (ii) in the event that Management Company elects to exercise its rights or is required under the Equity Incentive Plan to repurchase Management Units from a Management Holder, the Company will promptly redeem for cash an equal number of Class C Membership Interests held by Management Company at a redemption price equal to the repurchase price payable by Management Company for such Management Units pursuant to the terms of the Equity Incentive Plan. Class C Membership Interests which are forfeited will be deemed cancelled and not outstanding but may be reissued in a different series. Class C Membership Interests which are redeemed will be deemed cancelled and not outstanding and shall not be reissued. (c) Upon the execution and delivery of this Agreement, the existing Schedule of Members (shall be amended and restated to be in the form attached to this Agreement. Each Person listed on such amended and restated Schedule of Members that was not previously a Member is hereby admitted to the Company as updated a Member and shall be bound by the Company through terms of this Agreement in accordance with Section 18-101 of the Effective Date and as provided in paragraph (d) below) Act, regardless of whether or not any such Person shall continue to be the Schedule of Membershave executed this Agreement or a joinder agreement hereto. Following the Effective Date, the Company shall update the Schedule of Members to reflect any changes in the Members, Members and the Membership Interests and the Company Interests of the Members in accordance with the terms of this Agreement. The initial Capital Account balance of each of FIM, GM Holdco, GM Preferred Holdco, the Class E Preferred Holder, the Class F Preferred Holder Member and the Treasury Preferred Holder (as Capital Contributions of December 31, 2008) each Member shall be reflected in the Company Company’s books and records. The initial Capital Account balance of Management Company was equal to zero. (d) The Class A Membership Interests and Class B Membership Interests outstanding under the Third Amended and Restated Agreement were combined into a single class of Common Membership Interests on April 15, 2009. Stock certificates for Class A Membership Interests and Class B Membership Interests need not be submitted to the Company for re-certification, and any outstanding certificates for Class A Membership Interests and Class B Membership Interests shall for all purposes be deemed to be certificates for Common Membership Interests.