EFTA01480202

SECTION II CAPITAUTRUCTURE: MEMBERSHIP UNITS AND CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS A. Canna! Conmibution by the Sole Member, Initial l%ciaswe. Tha: Sole Member's ownership rights ni the Company shall be reflected in -Membership Units' as recorded in Bat Company's records Upon the formation of the Company. the Sole Member shall make a capital contribution to the capital of the Company in the womb! of cash. or of the property -in-kind, or both, set forth opposite the Sole Member's name on the Schedule of Capital Cord:lb:liens attached hereto. The Company shall Mammon issue to the Sole Member that number of Membership Units so subscribed and contributed for as reflected on said Schedule. The Sole Member may make additional capital contributions from erne to time ar.d at any time and in any ainotants Mat he may desire. B. lamjanrsMgalagshipla. Subject to the provisions of this Screen. a Member may transfer and assign any or all of his Membership Units to any one or more persons or entities, at am time and front time to time. The transfer and assignment of a Membership Unit does no:. in and of itself, entice the assigner to participate in the management and affairs of be Company or to become n member. Such assignee is only/ entitled to receive, to the extent assigned, the distnbutious the assigning Member would otherwise be entitled to, and such assignee shall 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 say 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 ti c sok Member together with the Sole Mernisefs management and soling 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 e substitute member, with all of Me 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 Capital, Capital contributions to the Company shall nut cam interest, except as otherwise expressly provided for in this Agreanent. Except ac otherwise provided in this Agreement. a Member shall not be entitled to withdraw, or to rcccne a return of a capital contribution or any portion thereof: presided, however, that, subject to the provisions of Section W hereof. the Sole Member dull from time to lime and at any time, in the Sok Member's discretion. he entitled to withdraw, and receive a return of, al or any pan of the Sole Member's capital contribution Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002296 SDNY_GM_00271494 EFTA01480202