EFTA01359040.pdf

CERBERUS EXECUTIVE, LLC This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Cerberus Executive, LLC (the "Company") is effective as of December 1, 2016, is by and among Stephen A. Feinberg, as Managing Member ("Feinberg" or the "Managing Member"), and the senior executives of the Firm identified in Schedule A and supersedes the first amended and restated limited liability company agreement that was effective as of January 1, 2010 (the "A&R Agreement") and the second amended and restated limited liability company agreement that was effective as of January 1, 2015 (the "2nd A&R Agreement"). By execution of this Agreement, each Member consents to the changes made in the A&R Agreement, the 2nd A&R Agreement and in this Agreement. In consideration of the mutual promises made herein, the parties hereto agree that the following sets forth the terms and conditions pursuant to which the Company has been established and continued for the benefit of the Non-Managing Members: 1. Name and Admission of Non-Managing Members. a. The name of the Company is "Cerberus Executive, LLC". b. Each initial Non-Managing Member was admitted to the Company effective as of January 1, 2010 (and each additional Non-Managing Member was admitted as of the date set forth on their admission documents) by executing the Original Agreement (or the A&R Agreement or 2nd A&R Agreement) and the Covenants Agreement. Additional Non- Managing Members may be admitted to the Company in accordance with the terms hereof by executing a signature page to this Agreement and the Covenants Agreement in a form acceptable to the Managing Member. Each Non-Managing Member acknowledges that by receiving an DOC ID • 25061468.12 3 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0047046 CONFIDENTIAL SDNY_GM_00193230 EFTA01359040