EFTA01583623.pdf

SECTION II CAPITAL. STRUCTURE: MEMBERSHIP UNITS AND CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS A Capita: Conaibution by the Sole Member, Initial Istuarwe. The Sole Member's ownership rights in the Coronary shall be ittlected in "Membership Units as recorded in the Company's records Upon the farmation of the Company, the Sole Member shall make a capital contribution to the capital of the Company in the amount of cast'. or of the property -in-kind, or both. set forth opposite the Sole Member's name on the Schedule of Capital Contribctions attached hereto The Company shall thereupon issue to the Sole Member that number of Membership Units so subscribed and contributed for as reflected on said Schedule The Sole Member may make additional capita! contributiocia from time to time and at any time and in any amounts that he may desire. B. Transfer of Membership Units. Subject to the provisions of this Section.. Member may transfer and assign any or all of his Membership Units to any one or mote persons or entities. at any time and from lime to time. The transfer and assignment of a Membership Unit does no:. In and of itself, tinier the assignee to participate in the manage:nen, and affairs of the Company or to become a member. Such assignee is only entitled to receive. to the extent assigned, the distributions the assigning Member would otherwise be entitled to, and such assignee shall only become an assignee of a Membership Unit and not a substitute Member An assignee of a Membership Unit shall he admitted as a substitute Member and shall be entitled to all the rights and powers of the assignor only if all the Members consent. If admitted, the substitute Member, has to the extent assigned. all of the rights and powers. and is subject to ail of the restrictions and liabilities. of a Member of the Company. Notwithstanding the foregoing. without the consent of any other Member. the Sole Member may, by a duly executed agreement with the assignee. assign any or all of the Membership Units and any or all of the Membership Interest then held by the Sole Member, together with the Sole Member's management and voting rights in the Company with respect to the Membership Units and Membership Interest so assigned. and, upon the consummation of such assignment the assignee thereof shall he automatically admitted as a substitute member, with all of the rights and powers held by. and subject to all of the restrictions and liabilities imposed upon, the Sole Member immediately prior to such assignment, to the HI extent of the Membership Units and Membership Interest SO assigned. C. No Interest No Return of Capital. Capital contniutons to the Company shall not cam interest except as otherwise expressly provided for in this Agnatent. Except as nthenstse provided in this Agreement. a Member shall not be entitled to withdraw. or to receive a return of a capital contribution or any portion thereof: provided. however, that. subject to the provisions of section IV hereof the Sole Member shall from time to time and at any time, in the Solt Member's discretion. be entitled to withdraw, and receive a return of. all or any pen of the Sole Member's capital contribution. Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00063321 EFTA01583623