EFTA01237735.pdf

4.1 Capital Contributions. The initial capital of the Company shall be the amount contributed to the Company by the Member (which may be cash or property) as of the date hereof, as set forth opposite such Member's name on Exhibit I attached hereto. The initial capital contribution of a Member and any additional capital contribution by such Member, are referred to as "Capital Contributions" and each such contribution is referred to as a "Capital Contribution." 4.2 Additional Contributions. The Members shall not be required to make any contribution to the capital of the Company in addition to the initial Capital Contribution of such Member. However, a Member may make additional contributions to the capital of the Company with the consent of the Company. 4.3 Capital Accounts. (a) A separate capital account (a "Capital Account") shall be maintained for each Member on the books of the Company, which Capital Account shall set forth the amount of such Member's initial Capital Contribution, (a) increased by the amount of any additional Capital Contribution made by or on behalf of such Member and any net profits allocated to such Member and (b) decreased by any distributions or withdrawal made in respect of such Member's Capital Account and any net losses allocated to such Member. All Capital Accounts shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Code as interpreted in good faith by the Tax Matters Member. (b) Before increasing or decreasing a Member's Capital Account (as described above) with respect to the contribution of any property by such Member or with respect to the distribution of any property to or the withdrawal of any property by such Member, all Members' accounts shall be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such property (that has not been previously reflected in the Members' Capital Accounts) would be allocated among the Members if there were a taxable disposition of such property by the Company on the date of contribution, distribution or withdrawal in accordance with Treasury Regulations Section 1.704-1(b)(2XivXO. (c) If any Membership Interest is assigned, the assignee shall succeed to the Capital Account of the transferor to the extent the Capital Account is attributable to the transferred Membership Interest. 4.4 Withdrawal of Capital. (a) No Personal Liability for Return of Capital Contributions or Capital Accounts. Notwithstanding anything to the contrary contained herein, no Member shall be personally liable for the return of any Capital Contribution or the return of any additions to the Capital Accounts of the Members or the return of any portion of any such Capital Contribution or Capital Accounts, it being expressly agreed that any return of the Capital Contribution or Capital Accounts as may be made at any time, or from time to time, shall be made solely from the assets of the Company and only in accordance with the terms hereof. 6 DM_US 28911383-1.088835.00I I EFTA01237735