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HomeMy WebLinkAboutA_Master Application_195031_v1.pdfLIMITED LIABILITY COMPANY AGREEMENT OF CFGI OAKESDALE LLC TIDS LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this "Agreement") of CFGI OAKESDALE LLC, a Delaware limited liability company (the "Company"), dated as of February 3, 2017 (the "Effective Date"), is entered into by CFGI Oakesdale Holdings LLC, a Delaware limited liability company, (the "Member''). WHEREAS, the Member has formed a limited liability company under the Delaware Limited Liability Company Law, 6 Del. C. §§18-101, et~-. as amended from time to time (the "Delaware Act"). NOW, THEREFORE, the Member hereby declares the following: 1. Formation. Constantine M. Dakolias is an "authorized person" within the meaning of the Delaware Act. The Company has been formed pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware under the provisions of the Delaware Act and this Agreement. The name of the company is "CFGI OAKESDALE LLC". 2. Purpose. The purpose of the Company is to engage in any lawful business and activity permitted to be engaged in by a limited liability company pursuant to the Delaware Act or the laws of any other jurisdiction in which the Company may conduct its business including without limitation acquiring, owning, managing, operating, improving, financing, marketing, selling and otherwise dealing with and disposing of direct or indirect interests in a variety of investments and securities. 3. Principal Office. The Company shall maintain its principal office at 1345 Avenue of the Americas, 46 Floor, New York, NY 10105, or at such other place as the Member may determine from time to time. 4. Registered Office; Registered Agent. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the registered agent for service of process on the Company in the State of Delaware shall be The Corporation Trust Company at the same address. 5. Member. The name and the address of the Member are listed on Schedule A attached hereto. 6. Management of the Company. The business and affairs of the Company shall be managed by the Member, who shall have the exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and to do anything and everything he deems necessary or appropriate to carry on the business and purposes of the Company. There shall not be a "manager" (within the meaning of the Delaware Act) of the Company. The Member is, to the extent of his rights and powers set forth in this Agreement, an agent of the Company for the purpose of the Company's business, and the actions of the Member taken in accordance with such rights and powers shall bind the Company. The Member hereby appoints the persons listed on Schedule B as officers of the Company, which persons shall hold the offices set forth next to their names until a successor has been appointed by the Member or such person shall resign. The officers of the Company shall be appointed, removed and perform such functions as set forth by the Member in his sole discretion. Notwithstanding any other provision of this Agreement, the Member or any officer of the Company is hereby authorized to execute, deliver and perform any document on behalf of the Company without any vote or consent of any other person or entity. 7. Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the decision of the Member to dissolve the Company. 8. Initial Capital Contributions; Percentage Interest. Simultaneously herewith, the Member shall make a capital contribution to the Company in the amount set forth below. The "Percentage Interest" of the Member in the Company is also set forth on Schedule A attached hereto. 9. Additional Contributions. The Member shall have the ability to make additional capital contributions to the Company in the Member's discretion. 10. Tax Matters. The Member intends for federal, state, and all other income tax purposes that the Company be treated as disregarded and not as an entity separate from the Member and that all items of company income, gain, loss, deduction, and credit be treated as the Member's items of income, gain, loss, deduction and credit. No person shall have the authority to elect to treat the company as an association taxable as a corporation for any federal, state, or other income tax purposes. Within 90 days after the end of each fiscal year, and at such other times as the Member may request, the Company shall prepare and mail, or cause its accountants to prepare and mail, to the Member and, to the extent necessary, to each former Member (or his or her legal representative), a report setting forth in sufficient detail that information which will enable such Member or former Member (or his or her legal representative) to prepare his or her federal, state and local tax returns and comply with other tax requirements in accordance with the laws, rules and regulations then prevailing. 11. Distributions and Withdrawals. Distributions and withdrawals shall be made to the Member at the times and in the aggregate amounts as the Member decides. 12. Admission of Additional or Substitute Members. No substitute or additional member shall be admitted to the Company without the consent of the Member. 13. Liability of the Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent expressly provided in the Delaware Act. 14. Exculpation and Indemnification. No Covered Person shall be liable to the Company or to any Member for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except to the extent that such loss, damage or claim arose out of such Covered Person's bad faith, willful misconduct or gross negligence. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such LLC Agreement -CPOI OAKBSDALE LLC 2 Covered Person by reason of any act or omission performed or omitted by such a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except to the extent that such loss, damage or claim arose out of such Covered Person's bad faith, willful misconduct or gross negligence; provided, however, that any indemnity under this Section 14 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability on account thereof. As used herein the term "Covered Person" shall mean the authorized person, any Member, any affiliate of any Member, any partners, members, employees, representatives, officers or agents of any Member, the Company or their respective affiliates. 15. Fiscal Year. The fiscal year of the Company shall end on December 31. 16. Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or of the Me!l}ber. 17. Integration. This Agreement constitutes the entire agreement pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings in connection therewith. 18. Headings. The titles of Sections of this Agreement are for convenience of reference only and shall not define or limit any of the provisions of this Agreement. 19. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of law principles of such State. 20. Amendments. This Agreement may be amended only by written instrument executed by the Member. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] LLC Agreement -CFO! OAKESDALE LLC 3 IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement as of the date first written above. MEMBER: By: ___ _,,.._~~----- Name: Cons tine M. Dakolias Title: Pres· ent LLC Agreement -CFGJ OAKESDALE LLC 4 Name Member CFGI Oakesdale Holdings LLC LLC Agreement -CFOI OAKESDALE LLC Schedule A Address Capital Contribution Percentage Interest c/o Fortress Investment Group LLC $100 100.00% 1345 A venue of the Americas, 461h Floor New York, NY 10105 A-1 SCHEDULED INITIAL OFFICERS Peter L. Brie:er. Jr. Chairman Constantine M. Dakolias President Marc K. Furstein Chief Operatine: Officer William A. Covino Chief Financial Officer Jennifer Sorkin Treasurer James K. Noble m Secretary Mee:an E. Johnson Assistant Secretary Scott Silvers Authorized Sbmatory Daniel N. Bass Authorized Sbmatory David N. Brooks Authorized Sitmatorv Andrew Osborne Authorized Simatory LLC Agreement -CFGI OAKBSDAL6 LLC B-1