14. Tax Matters. The Member intends that the Company be treated as a disregarded entity (within the meaning of Treasury Regulation § 301.7701-3(b)(l)(ii)) for U.S. Federal income tax purposes, and no election to the contrary shall be filed by or on behalf of the Company. Accordingly, the Member shall be treated as the owner of the Company’s assets, and all income, gain, loss, deduction and credit of the Company shall be reported by Member on its own returns. 15. Distributions. Distributions shall be made at the times and in the aggregate amounts determined by the Member. 16. Restrictions on Transfer. The Member shall have the right to sell, assign. dispose of, or otherwise transfer, pledge or encumber, all or any of its membership interests. 17. Liability of the Member, (a) Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member. (b) No Indemnified Person (as defined below) shall be liable to the Company or the Member for any losses, claims, damages or liabilities arising from, related to, or in connection with this Agreement or the Company’s business or affairs (including any act or omission by any Indemnified Person), except for any losses, claims, damages or liabilities determined by final judgment of a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. (c) The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless each Indemnified Person against any losses, claims, damages or liabilities to which such Indemnified Person may become subject in connection with any matter arising from, related to, or in connection with this Agreement or the Company’s business or affairs, except for any such losses, claims, damages or liabilities determined by final judgment of a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. If any Indemnified Person becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, related to, or in connection with this Agreement or the Company’s business or affairs, whether or not pending or threatened and whether or not any Indemnified Person is a party thereto, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith; provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it to the extent that it shall be ultimately determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than failure to meet the applicable indemnification standards) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and EAST\140260748.1 3