EFTA01480204

(el the amount of any liabilities of the Member that are assumed hi; the Comport) SECTION IV ALLOCATIONS AND DIS1 RIISI rtIONS rl Allocaor.s. For purposes of maintaining each Members Capitai Account all of the Company's net profits, net losses, expenses and other items of income, ern loss, and credit shall he anus:tiled to the Member in proportion to the Membership Units held by such Member as compared to the total number of outstanding Membership Units. Al: items of Company taxable income, gain, loss, deduction, and credit recognized or allowable for Federal incense tax purposes shalt be similarly alloutted avl credited or charged to each Member in proportion to the Membership Units held by such Member as compared to the total number of outstanding Membership Units B. Distributions. Net cash flow shall he distributed at such times and in such amounts as may be determined frum time to time and at am time by the Sole Member of the Company in the following priority: L First. to the Members in repayment of any advance of funds to the Company as a kndtr, to the extent of and in proportion to such advances, including interest thereon, if any, 2 Additional distributions. if any will be made to the Members in proportion to the Manbenhip Units held by them respectively. in such amounts and at such times as may be deterraired by the Sole Member of the Company. C. Distribuli tiation of the CNnoorw. I. At the termination of the Cmnpany and after the Company has satisfied or provided for the satisfaction of all the Company's deh4s ari.i other obligations. the Company's assets will be distributed in cash to the Members and any dissociated members whose interests have not been prevnxisly reileurned first, in discharge of their respectse capital interests; and then, in proportion to the Membership Units held by therm respectively. 2. If the Comreny lacks sufficient assets to make the distributions described in the foregoing paragraph, the Company will make distriboions in proportion to the amount or the respective capital bcccunts of the Members and any dissociated members whose interests have not been prev'mc.sly redeemed SECTION V MANAGEMENT OF BUSINESS A. In General. The Company shall be manager-managed. The initial Manager of the Company shall be Lawrence Visoski. The Manager shall manage- the business and affairs of the 4 Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002298 SDNY_GM_00271496 EFTA01480204