EFTA01372749

DEUTSCHE BANK Sep 20 2013 06:07pm P015/037 set forth opposite the Sole Meethees name on the Schedule of Capital Contributions attached hereto. Die Company shall thereupon issue to the Sole Member that number and class of Units so subsaibed and cenhibuted for. The Sole Member may make additional capital nonbibutions at any time and in any amcmarthat Riney desire. B. *Trent df Membership Whs. The Sole Member may Surer any or all of its Mernbership, (bits W any.ltraon or.persans, at any tittle and from dine to time. Subject to the proviSions of this Section, the$oleMember may assign its Membership Serest inte Company in whole or is pad.. The assignment of a Membership Interest does nab. itself entice the assignee to participate iii theTrianagererit and Oaks of the Company or to become a Mother. Sue* assignee is onlyentitled to !fictive, to the extent assigned, the disiribtaions the assigning Sole Member Would otherwise be .ettided is:Iranisuch assignee shall only become im.asSignee of a Membership Interest end not a substituted member, An asSiguec of a membership interest shall be admitted as 8 substitute member and shall be entitled to all the rights andpower3 of the assignor mat if all the rumbas oonSent. If admitted, the substitute member; it to, the extent assigned, all of tit rights • and powers, eadisaubjettIO allot the restrictions and liabilities of the members, C. No Interest Ni Return of Capitall. Capital contributions to the Company shell not earn laciest, except. es otherwise expressly• provided for ..in this Agreement. Except as otherwise provided In this Agreenient, the :Sole: Member shall not be entitled to withdraw, or to receive a retina of, a capital rating:anion or any -portion thereof. SECTION III CAPITAL ACCOUNT A. kani...q_kgrawt. A capital account ("Capital Account) shall be maintained for the Sole Member; and any additional incni erm accordance with the-provision of this Article. I. Iitteascrin Centel Account. The Capital Account of the members shall be increased by:. (a) The fair market valtie of the niembers! initial capital contribution and any additiOnal capital contributions by Ilse members to the ComPanY• 16,1.1 PmIttY, other than cash, is contributed to or distributed by the Company, the adjustments to Capital Amounts required by Treasury Regulation Section 1.764-.1(bX2XW)(d),.(e), (f) and (grand 'Section 1:704.1(bX4X1).shill be made, (b) The members' slime of die increase in.the tats tracts of Company•preperty, if .airy, arisiug.out of therteapture of any tail credit. (e) • Alienations to the members of Profit (4) Company income or •gain (including ineetrie and .gain,exempt from income tension) as provided untie). this .4panta.nl, or Otherwise by .Regulation Section 1.704-10)12)(iv), CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SONY-0066608 SDNY_GM_00212792 EFTA01372749