EFTA01390482.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 nunaher end class of Units so subscribed and contributed for. The Sole Member may make additional capital contributions it any rime and in any amount that it may desire. B. Tran.sfer_of Membership Units, The Sole Member may transfer arty or all of its Membership Unita to any peeson or persons, at any tirne awl from tune to time. Subject to the provisions of this Section, the Sole Member may assign its Membership Interest in the Company in whole or Ia part. The assignment of a Membership Interest does nor itself entitle the assIgece to participate in the management and affairs of the Company or to become a member. Such assignee is onlyentitled to receive, to the extent assigned, the distributions the assignMg'Sole Member would otherwise be entitled to, and such assignee shall only become an assignee of a 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, al! of the rights and powers, and is spbject to all of the restriction's and liabilities of the members. C. No Interest; No }tango of_Capital. 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, the Sole. Member shah not be entitled to withdraw, or to receive 3 return of, a capital contribution or any portion thereof. SECTION ui CAPITAL ACCOUNT A. Capita! Aecouig. A capital account ("Capita: Account") shall he maintained for the Sole Member, and any additional member in accordance with the provision of this Artrcle. 1. Increases in C•Lital Accavrl. The Capital Account of tho members shall be increased by. (a) The fair market value of Memembers' Initial capital contribution and any additional capital contributions by the members to the Company. If any property, 1 other then cash, is contributed to or distributed by the Company, the adjustments to Capital Accounts required by Treasury Regulation Section 1.704-1 (bX2)(iv)(d), (e), (f) and (g) and Section 1.704-1(bX4)(1) shall be made. (b) The members' share of the increase in the lax basis of Companyproperty, if arty, arising out of therecapture of any tax credit. (0) Allocations to the members of Profit. (d) Company income or gain (including income and gain, exempt from income taxation) as provided under this Agreement, or otherwise by Regulation Section 1.704-1(bX2)(1v). 2 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0094995 CONFIDENTIAL SDNY_GM_00241179 EFTA01390482