EFTA01387210

DEUTSCHE BANK Fax 4108955135 Sep 20 2013 08:07pa P015/037 set forth opposite the Sole' Member's 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 contributed for. The Sole Member may make additional capital uonhibutions at any time and in any amoutthat Riney desire. B. *Tram& of Membership Wits. The Sole Member may Surer any or all of its Mentbership, Units W any.ltrson tirpersans, at any tittle and from dine to. time. Subject to the. previsions of this SetliOn, the$oleMember may assign its Mentership Interest inthe COmpany in whole or is part.. The assignment of a Membership Interest does maitself erode the assiguee to participate iii the Trianagenterit and afrairs• of the Company or to become a Mother. Such assignee is onlyentided to teethe, to the extent assigned, the distrilnuirais the assisting Sole Member would otherwise he entitled to, and such assignee shall only become etesSignee of a Membership Interest end not a substituted member, An asaignee of a membership 'Melts: shall be admitted as 8 substitute member and shall be entitled to all the rights endpower3 of the assignor mat if all the members oonSent. If admitted, the ant:et:note member, has to, the extent assigned, all of tit rights • and powers, end is.subjett to allot the restrictions and liabilities of the members, C. No Interest: Ni Return of Capitall. Capital contributions to the Company shell not earn irltet!A except. es otherwise expressly• provided for lit this Agrequclit. Except as otherwise provided In this Agreenient, the :Sole: Member shell not be entitled. to withdraw, or 10 receive a retina of, a capital emigration or any portion thereof. SECTION CAPITAL ACCOUNT A. gani_q_AgeS.I. A capital account ("Capital Account) shall be maintained for the Sole Member; and any additional member accordance with theprovision of this Article. I. hanascrin Caplial Account. The Capital Account of the members shall be increased by:. (a) The fair market valtie of the niembers! Initial capital contribution and any additi0nal capital contributions by * members 10 the C0mPany: 16,1.1 PmittY, other than cash, is contributeito or distributed by the Company, the adjustments to Capital Amounts required by Treasury Regulation Section 1.764-.1(bX2Xi.V)(d),.(e), (f) and (grand 'Section 1:7O4.1(bX4)(1).shill be made, (b) The members' share of die increase in.the tats baste of Company •preperty, it' .airy, arisiug.out of elt:capture of any tai credit. (e) • Alienations to the members of Profit (4) Company income or gain (including incont and .gain,exempt from income tension) as provided under this .4panical, or Otherwise by .4tplation Section 1.704-1(b)(2)(iv), 1 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0089398 SDNY_GM_00235582 EFTA01387210