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

Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) The Company shall initially have four authorized classes of Membership Interests, consisting of 51,000 Class A Membership Interests and 49,000 Class B Membership Interests, which shall have equal rights and preferences in the assets of the Company, 5,820 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, and 2,110,000 Preferred Membership Interests. The Company shall initially issue a single series of Class C Membership Interests consisting of 3,703 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, 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 the 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, each of the Persons named as a Member on the Schedule of Members shall be admitted as a Member of the Company with the type and number of Membership Interests set forth on the Schedule of Members, with effect as of 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 and GM Preferred Holdco shall be deemed to be the amount set forth opposite its name on the Schedule of Members. The initial Capital Account balance of Management Company shall be equal to zero.

Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) The Company shall initially have four two authorized classes of Membership Interests, consisting of 51,000 800,000 Class A Membership Interests and 49,000 Class B Membership Interests, which shall have equal rights and preferences in the assets of the Company, 5,820 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, and 2,110,000 Preferred 200,000 Class B Membership Interests. The Company shall initially issue a single series ; provided, however, if there is an automatic conversion of the Class C B Membership Interests consisting pursuant to Section 3.9, the number of 3,703 authorized Class C series C-1 A Membership Interests (shall automatically be increased by that number of additional Class A Membership Interests necessary to effect such conversion; provided, further, that if there are additional Class A Membership Interests issued upon the “exercise of an Alternative Call Option or Incremental Equity Call Option pursuant to Section 3.5 the number of authorized Class C-1 A Membership Interests”)Interests shall automatically be increased by that number of additional Class A Membership Interests necessary to effect any such exercises. A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, 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 the 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, each of the Persons named as a Member on the Schedule of Members shall be admitted as a Member of the Company with the type and number of Membership Interests set forth on the Schedule of Members, with effect as of the Effective Date, in exchange for having made such capital contribution as set forth on the Schedule of Members and with respect to the US Treasury pursuant to the terms of the Amended and Restated Equity Subscription Agreement between the Company and the US Treasury (it being understood that, given the complexity of the economic arrangements herein contemplated, the amounts of such initial capital contributions shall be determined, after the Effective Date, by the Board of Directors in accordance with the principles of Section 704(b) and the Treasury Regulations thereunder, after consultation with each of the Members, and, if the Board of Directors so chooses, with appropriate experts). The Company shall update the Schedule of Members to reflect any changes in the Members, capital contributions, the Membership Interests and the Company Interests Total Interest of the Members in accordance with the terms of this Agreement. The Company shall maintain a separate capital account (a “Capital Account”) for each Member in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations. The Capital Account of each Member that owns more than one class of Membership Interests shall contain a separate subaccount (each, a “Subaccount”) in respect of each class of Membership Interests owned by such Member. Each Subaccount shall be maintained in the same manner as the Capital Accounts taking into account allocations of profits and losses, distributions, revaluations and other items related to the class of Membership Interests to which such Subaccount relates. The initial Capital Account balance and the Class A and Class B Subaccount balances of each of FIM, GM Holdco and GM Preferred Holdco the Members shall be deemed to be the amount amounts set forth opposite its name on the Schedule of Members. The initial Capital Account balance of Management Company shall be equal to zero.

Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) The Company shall initially have four three authorized classes of Membership Interests, consisting of 51,000 (i) 100,000 Class A Membership Interests and 49,000 Interests, (ii) 2,000 Class B D Membership Interests, which shall have equal rights and preferences in the assets of the Company, 5,820 Class C D Membership Interests, which Interests 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 XxxXx Management Units issued by XxxXx Management CompanyCompany and (iii) 20 Residual Value Interests, which shall have the rights and 2,110,000 Preferred Membership Interestspreferences set forth in this Agreement. The Company shall initially issue a single series of Class C D Membership Interests consisting of 3,703 up to 2,000 Class C D series C-1 D-l Membership Interests (the “Class C-1 D-l Membership Interests”). A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, 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(a3.1 (a) above, from time to time after the Effective Date, and notwithstanding anything to the contrary in this Agreement, (i) in the event that any of the XxxXx Management Units issued by XxxXx Management Company are forfeited under the Equity Incentive Plan, then Management Company HoldCo shall forfeit the same number and series of Class C D Membership Interests to the Company, and (ii) in the event that XxxXx Management Company elects to exercise its rights or is required under the Equity Incentive Plan to repurchase repurchases XxxXx Management Units from a Management Holder, the Company will promptly redeem for cash an equal number of Class C D Membership Interests held by Management Company HoldCo at a redemption price equal to the repurchase price payable by XxxXx Management Company for such XxxXx Management Units pursuant to the terms of the Equity Incentive Plan. Class C D Membership Interests which are forfeited will be deemed cancelled and not outstanding but may be reissued in a different series. Class C D 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, each of the Persons named as a Member on the Schedule of Members shall be admitted as a Member of the Company with the type and number of Membership Interests set forth on the Schedule of Members, with effect as of the Effective Date, in exchange for having made such capital contribution as set forth on the Schedule of Members. The Company shall update the Schedule of Members to reflect any changes in the Members, capital contributions, the Membership Interests and the Company Interests Total Interest of the Members in accordance with the terms of this Agreement. For internal accounting purposes, the Company shall maintain a separate capital account (a “Capital Account”) for each Member in accordance with Section 1.704-l(b)(2)(iv) of the Treasury Regulations. The Capital Account of each Member that owns more than one class of Membership Interests shall contain a separate subaccount (each, a “Subaccount”) in respect of each class of Membership Interests owned by such Member. Each Subaccount shall be maintained in the same manner as the Capital Accounts taking into account allocations of profits and losses, Distributions, revaluations and other items related to the class of Membership Interests to which such Subaccount relates. The initial Capital Account balance and the Class A Subaccount balances of each of FIM, GM Holdco and GM Preferred Holdco HoldCo shall be deemed to be the amount amounts set forth opposite its name on the Schedule of Members. The initial Capital Account Class D Subaccount balance of Management Company Holdco shall be equal to zero.

Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) The Company shall initially have four two authorized classes of Membership Interests, consisting of 51,000 100,000 Class A Membership Interests and 49,000 6,400 Class B E Membership Interests, which shall have equal rights and preferences in the assets of the Company, 5,820 Class C E Membership Interests, which Interests 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 CarCo Management Units issued by CarCo Management Company, and 2,110,000 Preferred Membership Interests. The Company shall initially issue a single series of Class C E Membership Interests consisting of 3,703 up to 6,400 Class C E series C-1 E-l Membership Interests (the “Class C-1 E-l Membership Interests”). A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, 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 the Effective Date, and notwithstanding anything to the contrary in this Agreement, (i) in the event that any of the CarCo Management Units issued by CarCo Management Company are forfeited under the Equity Incentive Plan, then Management Company HoldCo shall forfeit the same number and series of Class C E Membership Interests to the Company, and (ii) in the event that CarCo Management Company elects to exercise its rights or is required under the Equity Incentive Plan to repurchase repurchases CarCo Management Units from a Management Holder, the Company will promptly redeem for cash an equal number of Class C E Membership Interests held by Management Company HoldCo at a redemption price equal to the repurchase price payable by CarCo Management Company for such CarCo Management Units pursuant to the terms of the Equity Incentive Plan. Class C E Membership Interests which are forfeited will be deemed cancelled and not outstanding but may be reissued in a different series. Class C E 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, each of the Persons named as a Member on the Schedule of Members shall be admitted as a Member of the Company with the type and number of Membership Interests set forth on the Schedule of Members, with effect as of the Effective Date, in exchange for having made such capital contribution as set forth on the Schedule of Members. The Company shall update the Schedule of Members to reflect any changes in the Members, capital contributions, the Membership Interests and the Company Interests Total Interest of the Members in accordance with the terms of this Agreement. For internal accounting purposes, the Company shall maintain a separate capital account (a “Capital Account”) for each Member in accordance with Section 1.704-l(b)(2)(iv) of the Treasury Regulations. The Capital Account of each Member that owns more than one class of Membership Interests shall contain a separate subaccount (each, a “Subaccount”) in respect of each class of Membership Interests owned by such Member. Each Subaccount shall be maintained in the same manner as the Capital Accounts taking into account allocations of profits and losses, Distributions, revaluations and other items related to the class of Membership Interests to which such Subaccount relates. The initial Capital Account balance and the Class A Subaccount balances of each of FIM, GM Holdco and GM Preferred Holdco CarCo HoldCo shall be deemed to be the amount amounts set forth opposite its name on the Schedule of Members. The initial Capital Account Class E Subaccount balance of Management Company HoldCo shall be equal to zero.

Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) The Company shall initially have four three authorized classes of Membership Interests, consisting of 51,000 (i) 100,000 Class A Membership Interests and 49,000 Interests, (ii) 2,000 Class B D Membership Interests, which shall have equal rights and preferences in the assets of the Company, 5,820 Class C D Membership Interests, which Interests 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 FxxXx Management Units issued by FxxXx Management CompanyCompany and (iii) 20 Residual Value Interests, which shall have the rights and 2,110,000 Preferred Membership Interestspreferences set forth in this Agreement. The Company shall initially issue a single series of Class C D Membership Interests consisting of 3,703 up to 2,000 Class C D series C-1 D-l Membership Interests (the “Class C-1 D-l Membership Interests”). A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, 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(a3.1 (a) above, from time to time after the Effective Date, and notwithstanding anything to the contrary in this Agreement, (i) in the event that any of the FxxXx Management Units issued by FxxXx Management Company are forfeited under the Equity Incentive Plan, then Management Company HoldCo shall forfeit the same number and series of Class C D Membership Interests to the Company, and (ii) in the event that FxxXx Management Company elects to exercise its rights or is required under the Equity Incentive Plan to repurchase repurchases FxxXx Management Units from a Management Holder, the Company will promptly redeem for cash an equal number of Class C D Membership Interests held by Management Company HoldCo at a redemption price equal to the repurchase price payable by FxxXx Management Company for such FxxXx Management Units pursuant to the terms of the Equity Incentive Plan. Class C D Membership Interests which are forfeited will be deemed cancelled and not outstanding but may be reissued in a different series. Class C D 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, each of the Persons named as a Member on the Schedule of Members shall be admitted as a Member of the Company with the type and number of Membership Interests set forth on the Schedule of Members, with effect as of the Effective Date, in exchange for having made such capital contribution as set forth on the Schedule of Members. The Company shall update the Schedule of Members to reflect any changes in the Members, capital contributions, the Membership Interests and the Company Interests Total Interest of the Members in accordance with the terms of this Agreement. For internal accounting purposes, the Company shall maintain a separate capital account (a “Capital Account”) for each Member in accordance with Section 1.704-l(b)(2)(iv) of the Treasury Regulations. The Capital Account of each Member that owns more than one class of Membership Interests shall contain a separate subaccount (each, a “Subaccount”) in respect of each class of Membership Interests owned by such Member. Each Subaccount shall be maintained in the same manner as the Capital Accounts taking into account allocations of profits and losses, Distributions, revaluations and other items related to the class of Membership Interests to which such Subaccount relates. The initial Capital Account balance and the Class A Subaccount balances of each of FIM, GM Holdco and GM Preferred Holdco HoldCo shall be deemed to be the amount amounts set forth opposite its name on the Schedule of Members. The initial Capital Account Class D Subaccount balance of Management Company Holdco shall be equal to zero.

Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) The Company shall initially have four two authorized classes of Membership Interests, consisting of 51,000 800,000 Class A Membership Interests and 49,000 Class B Membership Interests, which shall have equal rights and preferences in the assets of the Company, 5,820 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, and 2,110,000 Preferred 200,000 Class B Membership Interests. The Company shall initially issue a single series ; provided, however, if there is an automatic conversion of the Class C B Membership Interests consisting pursuant to Section 3.9, the number of 3,703 authorized Class C series C-1 A Membership Interests (shall automatically be increased by that number of additional Class A Membership Interests necessary to effect such conversion; provided, further, that if there are additional Class A Membership Interests issued upon the “exercise of an Alternative Call Option or Incremental Call Option pursuant to Section 3.5 the number of authorized Class C-1 A Membership Interests”)Interests shall automatically be increased by that number of additional Class A Membership Interests necessary to effect any such exercises. A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, 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 the 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, each of the Persons named as a Member on the Schedule of Members shall be admitted as a Member of the Company with the type and number of Membership Interests set forth on the Schedule of Members, with effect as of the Effective Date, in exchange for having made such capital contribution as set forth on the Schedule of Members. The Company shall update the Schedule of Members to reflect any changes in the Members, capital contributions, the Membership Interests and the Company Interests Total Interest of the Members in accordance with the terms of this Agreement. The Company shall maintain a separate capital account (a “Capital Account”) for each Member in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations. The Capital Account of each Member that owns more than one class of Membership Interests shall contain a separate subaccount (each, a “Subaccount”) in respect of each class of Membership Interests owned by such Member. Each Subaccount shall be maintained in the same manner as the Capital Accounts taking into account allocations of profits and losses, distributions, revaluations and other items related to the class of Membership Interests to which such Subaccount relates. The initial Capital Account balance and the Class A and Class B Subaccount balances of each of FIM, GM Holdco and GM Preferred Holdco the Members shall be deemed to be the amount amounts set forth opposite its name on the Schedule of Members. The initial Capital Account balance of Management Company shall be equal to zero.