EFTA Document EFTA01480182

Id The amount of any liabilities of the Member that are assumed by :he Company. SECTION IV ALLOCATIONS min nisTRI tit rnoNs A. Allocaticas Ecr purpnses of maintaining each Member's Capital Account. all of the Company's net profits, net :eases, expenses and other items of income, gain, lass, and credit shall be allocated to the Member in proration to the Membership Units heki by such Member as compared to the tour number of outstanding Membership Units. All items of Company taxable irtcorne. gain, loss, deduction, and credit recognized or allowable for Federal income tax purposes shall be similarly allocated and credited or charged to each Member in proportion the Membership Units held by such Member as compared to the total number of outstanding Membership Units. B. Distributions Net cash floµ shall be distributed at such times and in such amounts as may be determined from time to time and at any time by the Sole Member of the Company in the following priority 1 First. to the Members in repayment of any sir-met of funds to the Company as a lender, to the extent of and in proportion to such advances, including interest thereon, if am'; 2. Additional distributions, if any will be made to the Members in proportion to the Membership Units held by them respectively, in such amounts and at such titres as may be dettnntned by the Sole Member of the Company. C. Distribution upon liquidation of the Company. i. At the termination of the Company and after the Company has satisfied or provided be the satisfaction of all the Company's debts and other obligations. the C'ompany 's assets tail be distributed in cash to the Members and any dissociated members whose interests have not been previously redeemed tirst, in discharge of their respective capital interests. and then, in proportion to the Membership Units held by them, respecu%ely. 2. If the Company lacks suffieent assets to make the distnbutions described in the foregoing paragraph, the Company will make distributions in proportion to the amount et the respective capital accounts of the Members and any dissociated members whose interests ha% e not been previously redeemed SECTION V MANAGFMENT OF BILSINESS A. ja_Qgieral 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-00002274 SDNY_GM_00271472 EFTA01480182