EFTA01583467.pdf

SECTION Ii CAPITAL STRUCTURE: MEMBERSHIP UNITS AND CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS A. UMW CorilarliOn y Iphe Sole Mernkri1MPaTLsscance. The Sole Member's ownership rights in the Company shall be reflected in 'Membership tins.'" as mcorded in the Company's records. Upon the formation of the Company. the Sole Member shall make a capttal contribution to the a riital of the (:oinpany in the amount of cash, or of the pmperty-inland, co both, set forth opposite the Solt Member's name on the Schedule of Capital Contributions attached hemtu. The Company shat; thereupon issue to the Sole Member that number of Membership (huts so subscribed and contributed for as reflected on said Schedule The Sole Member may make additional capital contnbutinat from time to time and at any time and in am amounts that he may desire B tram:fa of Membership Units. Subject to the provisions of this Section, a Member may transit/ and assign any or all of his Membership Units to any one or more persons or entities, at any time and from time to time. The transfer and assignment of a Membership Unit does net, in and of itself, entitk 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 distributions the assigning Member would othensisc be entitled to, and such assignee %half only 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 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 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 be 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 full extent of the Membership Units and Membership Interest so assigned. C. No Interest, No Return of Carpal. Capital contributions to the Company shall not earn interest, except as otherwise expressly provided for in this Agreement Except as otherwise provided in this Agreement, a Manber shall not be entitled to withdraw, or to receive a return of, a capital contribution or tety portion theme: provided. however, that. subject to the provisions of Section IV hereof, the Sole Member sal' from time to time and at any tune. in the Sole Member's discretion, be entitled tu withdraw. and receive a return of. all or any pari of the Sole Member's capital enttuibution 2 Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00063141 EFTA01583467