EFTA01390460.pdf

set forth opposite the Sole Member's name on the Schedule of Capital Contributions attached hereto. The Company shall thereupon issue to the Sole Member that nuniher and class of Units so subscribed and eentributed for. The Sole Member may make additional capital contributions at any time and in any amount that it may' desire. B. Transfer ofMembership Units, The Sole Member may transfer any or all of its Mentberthip Units to any person or persons, at any time and from tune to time. Subject to the provisions of this Section, the SoleMember may assign its Manbership Interest in the Company in whole or is part.. The assignment ofa Membership Interest does not itself entitle the assignee to participate in the management and affairs of the Company or to become a member. Such assignee is only.entitted to receive, to the extent assigned, the distributions the assigning'Sole Member wotild otherwise be entitled to, and such assignee shall only become an assignee ofa Membership' Interest and not a substituted member. An assignee of a membership interest shall 'be 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 all of the restriction's and liabilities of the members. C. No Interest: No Return of Capital. Capital contributions to the Company shell not earn interest, except as otherwise expressly. provided for in this Agreement. Except as otherwise provided in this Agreement, the Sole. Member shall not be entitled, to withdraw, or to receive a. return of, a capital contribution or any portion thereof. SECTION Ell CAPITAL ACCOUNT A. CApj*Agediuill. A capital account ("Capital Account') shall be maintained for the Sole Member,.and any additional member in accordance with the provision of this Article. 1. Increases in Capital Account. The Capital Account of the members shall be increased by:. (a) The fair market value of the members' initial capital contribution and any additional capital contributions by the members to the Company. If any property, other than cash, is contributed to or distributed by the Company, the adjustments to Capital Accounts required by Treasury Regulation Section 1.704-1(b)(2Xiv)(d), (e), (f) and (3) and Section 1.704-1(bX4)(I) shall be made. (b) The members' share of the increase in the tax basis of Company property, if any, arising out of the.recapture of any tax credit. (c) Allocations to the members ofProfit. (d) Company income or gain (inehnling income and gain. exempt from income taxation) as provided under this. Agreement, or otherwise by Regulation Section 1.704-1(b)(2)(iv). 2 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0094969 CONFIDENTIAL SDNY_GM_00241153 EFTA01390460