ARTICLE 5
Profits, Losses and Distributions
a. Profits and Losses. For financial accounting and tax purposes, the Companys net profits or net losses shall be
determined on an annual basis in accordance with the manner determined by the Board. In each year, profits and losses shall be allocated entirely to the Member.
b. Distributions. The Board shall determine profits available for distribution and the amount, if any, to be distributed to the
Member, and shall authorize and distribute on the Common Interests, the determined amount when, as and if declared by the Board. The distributions of the Company shall be allocated entirely to the Member, provided, however, such distributions are in
accordance with the Banking Law.
ARTICLE 6
Events of Dissolution
The
Company shall be dissolved and its affairs wound up only upon the occurrence of any of the following events (each, an Event of Dissolution):
a. The Board votes for dissolution; or
b. A dissolution of the Company under Section 102-a(2) of the Banking Law or Section 701 of
the Act.
ARTICLE 7
Transfer of Interests in the Company
Except upon approval of the Members Board in accordance with Section 4.2 of the Members Shareholders Agreement, the
Member may sell, assign, transfer, convey, gift, exchange or otherwise dispose of any or all of its Common Interests and, upon receipt by the Company of a written agreement executed by the person or entity to whom such Common Interests are to be
transferred agreeing to be bound by the terms of this Agreement, such person shall be admitted as a member.
ARTICLE 8
Exculpation and Indemnification
a. Exculpation. The Member shall not have any liability for the obligations or liabilities of the Company except to the
extent provided in the Act or Banking Law. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Member, Managers, or any officers, directors, stockholders,
partners, employees, affiliates, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company (individually, a Covered Person and, collectively, the Covered
Persons) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment
contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person
by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.
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