Schedule II-1 attached hereto (the "Delaware GP Companies) has approved the form, terms and conditions of the Omnibus Amendment to Cerberus Operating Agreements, to be dated on or about the date hereof (the "LLC Agreement Amendment"), amending the limited liability company agreement of such Delaware GP Company, evidencing the issuance by such Delaware GP Company of a special membership interest of such Delaware GP Company (collectively, the "Special Membership Interests") and (i) each director of each exempted company listed on Schedule 1I-2 attached hereto (the "Laymatallandlarampaajt2") has approved the form, terms and conditions of the Third Amended and Restated Memorandum and Articles of Association of such Cayman Island GP Company, to be dated on or about the date hereof (the "A&R MAAs") amending and restating the Memorandum and Articles of Association of such Cayman Island GP Company, evidencing the issuance by such Cayman Island GP Company of non-voting shares of such Cayman Island GP Company (collectively, the "Special Non-Voting Shares"), in each case, to the Company and/or Cerberus Executive, L.P., an exempted limited partnership organized under the laws of the Cayman Islands ("Ledieflarzleatimelaxman") subject to the terms and conditions set forth in the LLC Agreement Amendment and the A&R MAAs, and permitting the pledge of the Special Membership Interests and the Special Non-Voting Shares by the Company and Cerberus Executive Cayman in connection with the Transaction; WHEREAS, the Managing Member has approved the form, terms and conditions of the Third Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 1, 2016 (the "Third A&R I7.0 Agreement!), amending the limited liability company agreement of the Company, providing for the Employee Loans financed with the proceeds of the Term Loans and evidencing the confirmation of the acceptance by the Company of the Special Membership Interests and the