EFTA01583899.pdf

SECTION 11 CAPITAL STRUCTLRE: MEMBERSHIP UNITS AND CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS A. capital Contribution M the Sole Member: Initial_Issuance. The Sole Members ownership np,hts in the Company shalt be reflected in -Membership Units,- in :taunted in the Conipany's records Upon the formation of the Company, the Sole Member shall make a capital contribution to the capital of the Compary in the amount of cash, or of the property-in-kind. sex both. set forth opposite the Sole Member's mune oat the Schedule of Capital Contributions 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 :nay make additional capital contributions from time to time and at any time and in am amounts that he may desire B. Transfer of Membership Units. Subject to the provisions of this Section. a Member may transfer and assign any or all ofhis Membership Units to any one or more pctsors or entities, at any time and from time to time. The transfer and assignment of a Membership Unit does not, in and of itself, cutitic the assignee to participate in the management and affairs of the Company or to become a member. Such assignee is only entitled to receive, to the extent assigned, the diunhutions the assigning Member would otherwise he entitled to, and such assignee shall unly become an assignee of a Membership Unit and not a substitute Member. An assignee of a Membership Unit shall be admitted as a substitute Member and shall be craftiest 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. al! of the rights and powers, and is subject to all 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 Menthes management and voting rights in the Company with rrspect to the Membership Jnits and Membership In:crest so assigned, and, upon the consummation of such assignment. the assignee thereof shall be automatically admitted as a whstilute 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 ass4nmazi, to the loll extent of the Membership Units and Membership Interest so assigned. C. N.2.111.41151.: No Return of Capj4. Capirni contributions to the Company stall no: earn interest, except in otherwise expressly providW for in this Agreement. Except is otherwise 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 Imre. brie to time and at any time, m the Solt Member's discretion, be entitled to withilzuw, and receive a return of. all or any pan of the Sole Members capital contribution. 2 Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00063628 EFTA01583899