Limited Liability Company Operating Agreement

Exhibit 10.1

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

PHH HOME LOANS, LLC

January 31, 2005


Table of Contents Page ARTICLE I Definitions
Section 1.1 Definitions 2 Section 1.2 Interpretation 13 ARTICLE II General Provisions
Section 2.1 Form 14 Section 2.2 Company Name 14 Section 2.3 Registered Office; Registered Agent 15 Section 2.4 Place of Business 15 Section 2.5 Purpose; Nature of Business Permitted; Powers 15 Section 2.6 Business Transactions of a Member with the Company 16 Section 2.7 No State-Law Partnership 16 Section 2.8 Authorized Representatives 16 Section 2.9 Term 16 Section 2.10 D/B/As, Fictitious Names, Licenses and Regulatory Approvals 16 Section 2.11 Subsequent Capital Contributions 17 ARTICLE III Members
Section 3.1 Members 20 Section 3.2 Admission of New Members 21 Section 3.3 Representations 21 Section 3.4 No Liability of Members 22 Section 3.5 Company Property 23 Section 3.6 Confidentiality 23 ARTICLE IV Capital Contributions
Section 4.1 Capital Structure 24 Section 4.2 Capital Contributions 24 Section 4.3 Additional Provisions Concerning Capital Contributions 24 Section 4.4 Capital Accounts 25

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Page Section 4.5 Return of Capital Contributions 26 Section 4.6 Loans From Members 26 ARTICLE V Allocations and Distributions
Section 5.1 Allocations of Net Income and Net Loss 26 Section 5.2 Adjustments and Special Allocations 27 Section 5.3 Net Loss Limitation 28 Section 5.4 Other Allocation Rules 29 Section 5.5 Tax Allocations; Code Section 704(c) 29 Section 5.6 Distributions 30 ARTICLE VI Management
Section 6.1 Managing Member 30 Section 6.2 Board of Advisors 32 Section 6.3 Actions Requiring Board Approval 34 Section 6.4 Company Resources 37 Section 6.5 Advisors Have No Managerial Authority 37 Section 6.6 Devotion of Time 37 Section 6.7 Officers 38 Section 6.8 Remuneration; Reimbursement 38 Section 6.9 Approval of Annual Business Plan 38 Section 6.10 Reports 38 ARTICLE VII Changes in Law; Financial Reporting
Section 7.1 Compliance with Law; Changes in Law 39 Section 7.2 Consolidation 41 Section 7.3 Certain Actions 41 ARTICLE VIII Termination of Relationship
Section 8.1 Cendant Termination Events 41 Section 8.2 Effects of a Cendant Termination Event 43 Section 8.3 PHH Termination Event 46 Section 8.4 Two Year Termination, Special Termination Event and 25-Year Termination 47

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Page Section 8.5 Effect of Termination Events 51 ARTICLE IX Dissolution and Winding Up
Section 9.1 Events Causing Dissolution 51 Section 9.2 Winding Up 52 Section 9.3 Compensation of Liquidating Trustee 53 Section 9.4 Distribution of Company Property and Proceeds of Sale Thereof 53 Section 9.5 Company Termination 54 Section 9.6 Final Audit 54 ARTICLE X Transfers and Assignment of Interests
Section 10.1 Consent Required for Transfer 55 Section 10.2 Withdrawal 56 ARTICLE XI Fiscal Matters; Books and Records
Section 11.1 Bank Accounts; Investments 56 Section 11.2 Records Required by Act; Right of Inspection 56 Section 11.3 Books and Records of Account 57 Section 11.4 Expenses 57 Section 11.5 Tax Returns and Information 57 Section 11.6 Delivery of Audited Financial Statements to Members 57 Section 11.7 Audits 58 Section 11.8 Fiscal Year 58 Section 11.9 Tax Elections 58 Section 11.10 Tax Matters Member 58 ARTICLE XII Indemnification and Insurance
Section 12.1 Indemnification and Advancement of Expenses 59 Section 12.2 Insurance 60 Section 12.3 Limit on Liability of Members 61 Section 12.4 Indemnification by Managing Member 61 Section 12.5 No Additional Indemnification Rights 62 ARTICLE XIII Miscellaneous Provisions
Section 13.1 Counterparts 62

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Page Section 13.2 Entire Agreement 62 Section 13.3 Partial Invalidity 62 Section 13.4 Amendment 62 Section 13.5 Binding Effect 63 Section 13.6 Negotiation and Mediation 63 Section 13.7 Governing Law 64 Section 13.8 Offset 64 Section 13.9 Effect of Waiver or Consent 64 Section 13.10 Notices 64 Section 13.11 No Consequential Damages 66 Section 13.12 Most Favored Nation 66 Section 13.13 Impossibility of Performance 66

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Index of Defined Terms Page Act 1 Additional Capital Determination 26 Adjusted Capital Account 2 Advisor 34 Affiliate 2 Agreement 1,2 Annual Business Plan 40 Assignment 2 Authorized Representatives 17 Bankruptcy 2 Bankruptcy Event 45 Beneficial Owner 3 Board 34 Business Day 3 Capital Account 26 Capital Contribution 3 Cendant 3 Cendant Advisors 34 Cendant Designated Buyer 45,50 Cendant List 45 Cendant Member 1 Cendant Mobility 3 Cendant Mobility Offices 3 Cendant Owned Real Estate Offices 3 Cendant Put 45 Cendant Put Notice 46 Cendant Real Estate 3 Cendant Termination Event 41 Certificate of Formation 1 Change of Control 3 Closing Date 4 Code 4 Common Interest Percentage 25 Common Interests 25 Company 1 Company Expenses 61 Company Minimum Gain 4

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Page Company Property or Properties 4 Company Regulatory Event 5 Confidential Information 24 Contributed Property 5 Contribution Agreement 5 Contribution Date 19 Contribution Notice 18 Control 5 Controlling Person 5 Customer 5 Depreciation 5 Dispute 67 Disputing Member 67 Distributable Net Income 6 Event of Dissolution 54 Fair Market Value 6 FHA 6 Fiscal Period 6 Fiscal Quarter 6 GAAP 6 Governmental Entity 6 Gross Asset Value 6 HUD 8 HUD-Manager 34 Indemnified Parties 63 Initial Capital Contribution 25 Initial Officers 40 Initial Operating Agreement 1 Insolvency 8 Interest 8 Investor Commitments 8 Lease 8 License Agreement 8 Liquidating Trustee 55 Loan Funding Facility 8 Losses 8 LTM Net Income 47 Major Action 36 Management Services Agreement 8 Managing Member 9 Master Sublease Agreement 9 Mediation Request 67 Member 1,9

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Page Member Nonrecourse Debt 9 Member Nonrecourse Debt Minimum Gain 9 Member Nonrecourse Deductions 9 Members 1 Minimum Capital Requirements 38 Mobility Interim MSA 9 Mortgage Instrument 10 Mortgage Loan 10 Mortgage Loan Disclosure 10 Mortgage Loan Documents 10 Mortgage Loan Sale Agreement 10 Mortgage Note 10 Mortgaged Property 10 MSA 10 Net Income 10 Net Loss 10 New Member 12 Nonrecourse Deductions 12 Nonrecourse Liability 12 Non-Renewal Notice 53 Non-Renewal PHH Sale 53 Non-Renewal Put 53 NRT Interim MSA 12 Origination Channels 12 Other Indemnified Parties 65 Person 12 PHH 12 PHH Advisors 34 PHH Change of Control 13 PHH Interests 47 PHH Material Breach 44 PHH Member 1 PHH Regulatory Event 12 PHH Sale 45 PHH Sale Notice 47 PHH Termination Event 48 PIMI Contributed Assets 19 PMC 12 Proceeding 13 Purchase Notice 49 Purchase Price 49 Purchase Right 49 Put Date 46 Put Price 45

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Page Regulatory Event Fee 44 Regulatory Order 13 Related Transaction 33 RESPA 13 Rules 67 Sale Date 48 Sale Price 47 Securities Act 13 Small Corps 13 Special Termination Event 42 Special Termination Notice 42 Special Termination Put 53 SRA 1 State Agency 13 Subsequent Capital Contributions 19 Subsidiary 13 Tax Matters Member 62 Termination Payment 47 Transaction Documents 13 Transfer 14 Treasury Regulations 14 Two Year PHH Sale 50 Two Year Put 50 Two Year Put Closing Date 51 Two Year Put Date 50 Two Year Put Price 50 Two Year Sale Date 50 Two Year Sale Price 52 Two-Year Termination Notice 50 Venture License Agreement 14

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This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, dated as of January 31, 2005 (this " Agreement" ), of PHH Home Loans, LLC (the " Company" ), a Delaware limited liability company, is by and between PHH Broker Partner Corporation, a Maryland corporation (the " PHH Member" ), and Cendant Real Estate Services Venture Partner, Inc., a Delaware corporation (the " Cendant Member" ) and each Person (as hereinafter defined) subsequently admitted as a member of the Company (individually, a " Member" and, collectively, the " Members" ).

W I T N E S S E T H :

WHEREAS, the PHH Member and the Cendant Member entered into a Limited Liability Company Operating Agreement, effective as of November 3, 2004 (the " Initial Operating Agreement" ) and formed the Company pursuant to and in accordance with the Limited Liability Company Act of the State of Delaware (the " Act" ) by filing the Certificate of Formation of the Company (the " Certificate of Formation" ) in accordance with the Act;

WHEREAS, the Members desire to amend and restate the Initial Operating Agreement;

WHEREAS, the Members intend that hereafter the principal purpose of the Company shall be to originate and sell mortgage loans sourced through Cendant' s owned residential real estate brokerage and corporate relocations businesses and from all U.S.-based employees of Cendant and its Subsidiaries, in accordance with the terms and provisions of this Agreement;

WHEREAS, this Agreement sets forth, among other things, the agreement among the Members as to the governance of the affairs of the Company and the conduct of its business; and

WHEREAS, concurrently with the execution of this Agreement, Cendant Real Estate, PHH, the Cendant Member, PMC, the PHH Member and the Company have entered into a Strategic Relationship Agreement (as amended from time to time, the " SRA" ) which sets forth certain matters related to the business relationship among the parties thereto during the term of this Agreement.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members agree as follows:

ARTICLE I
Definitions


Section 1.1 Definitions . As used in this Agreement, the following terms shall each have the meaning set forth in this Article (unless the context otherwise requires).

" Adjusted Capital Account" means, with respect to any Member, the balance, if any, in such Member' s Capital Account as of the end of the relevant Fiscal Period, after: (i) crediting to such Capital Account any amounts that such Member is obligated to restore pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and (ii) debiting to such Capital Account the items described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

" Affiliate" means, when used with reference to a specific Person, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specific Person. For the avoidance of doubt, neither the Company nor any of the Brand Franchisees, as defined in the SRA, shall be deemed to be an Affiliate of Cendant or any of Cendant' s Affiliates for any purpose hereunder or under any of the other Transaction Documents.

" Agreement" means this Agreement, including the Schedules and Exhibits hereto, as originally executed and as subsequently amended from time to time in accordance with the provisions hereof.

" Assignment" shall mean a document, sufficient under the laws of the jurisdiction where the related Mortgaged Property is located, to reflect all transfers of the applicable Mortgage Instrument and the Mortgage Note.

" Bankruptcy" means, with respect to any Person, the happening of any one or more of the following events: (a) such Person (or, in the case of any Person which is a partnership, any general partner thereof): (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudged bankrupt or insolvent, or there has been entered against such Person (or general partner) an order for relief, in any bankruptcy or insolvency proceeding; (iv) files a petition or answer seeking in respect of such Person (or general partner) any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person (or such general partner) in any proceeding of a nature described above; or (vi) seeks, consents or acquiesces in the appointment of a trustee, receiver or liquidator of such Person (or such general partner) or of all or any substantial part of such Person' s (or such general partner' s) properties; or (b) 120 days after the commencement of any proceeding against any such Person (or such general partner) seeking reorganization, arrangement, composition, readjustment,

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liquidation, dissolution or similar relief under any statute, law or regulation, if such proceeding has not been dismissed, or within 90 days after the appointment without such Person' s (or such general partner' s) consent or acquiescence of a trustee, receiver or liquidator of the Person (or such general partner) or of all or any substantial part of such Person' s (or such general partner' s) properties, if such appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, if such appointment is not vacated.

" Beneficial Owner" shall, with respect to any Person, be determined as set forth in Rule 13d-3 of the General Rules and Regulations of the Securities Exchange Act of 1934, as in effect on the date hereof.

" Business Day" means any day other than a Saturday, Sunday or a holiday on which commercial banks in the State of New York are closed.

" Cendant" means Cendant Corporation, a Delaware corporation.

" Capital Contribution" means, with respect to any Member, the amount of cash and the initial Gross Asset Value of any asset (other than cash) contributed to the capital of the Company pursuant to Article IV hereof.

" Cendant Mobility Office" means any office comprising part of Cendant' s corporate relocation business, including, without limitation, any office of Cendant Mobility Services Corporation (" Cendant Mobility" ) or any of its Subsidiaries, whether owned as of the date hereof or acquired or opened hereafter by Cendant Mobility or one of its Subsidiaries.

" Cendant Owned Real Estate Office" means any residential real estate brokerage office owned as of the date hereof or acquired or opened hereafter by Cendant Real Estate or one of its Subsidiaries, including NRT Incorporated.

" Cendant Real Estate" means Cendant Real Estate Services Group, LLC, a Delaware limited liability company.

" Change of Control" means, with respect to any Person, the occurrence of any event set forth in one of the following paragraphs:

(a) any " person" or " group" (as such terms are used in Section 13(d)(3) of the Exchange Act) is or becomes the Beneficial Owner, directly or indirectly, of securities of such Person representing greater than one-third of the combined voting power of such Person' s outstanding securities;

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(b) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of such Person (together with any new directors whose election or appointment by such Board or whose nomination for election by the stockholders of such Person was approved by a vote of not less than a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least two-thirds of the Board of Directors of such Person; (c) there is consummated a merger, consolidation or similar transaction (including a recapitalization) of such Person with any other Person, other than a merger or consolidation immediately following which the stockholders of such Person immediately prior thereto own in the aggregate not less than two-thirds of the combined voting power of the entity surviving such merger, consolidation or similar transaction or the Controlling Person thereof; or (d) there is consummated a sale or disposition by such Person of all or a substantial portion of such Person' s assets to another Person, other than a sale or disposition immediately following which the stockholders of such Person immediately prior thereto own in the aggregate not less than two-thirds of the combined voting power of such other Person or the Controlling Person thereof.

" Closing Date" means January 31, 2005.

" Code" means the Internal Revenue Code of 1986.

" Company Minimum Gain" means " partnership minimum gain" as set forth in Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d).

" Company Property or Properties" means all interests, properties, whether real or personal, and rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired.

" Company Regulatory Event" means a situation in which (i) the Company becomes subject to any Regulatory Order, or any Governmental Entity initiates a Proceeding with respect to the Company, and (ii) such Regulatory Order or Proceeding prevents or materially impairs the Company' s ability to originate loans for any period of time in a manner that adversely affects the value of one or more of the quarterly distributions to be paid by the Company pursuant to Section 5.6 of this Agreement; provided , however , that Company Regulatory Event shall not include (1) any order,

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directive or interpretation or change in law, rule or regulation, in any such case that is applicable generally to companies engaged in the mortgage lending business such that the Company is unable to cure the resulting circumstances described in (ii) above, or (2) any Regulatory Order or Proceeding that results solely from acts or omissions on the part of the Cendant Entities or their Affiliates.

" Contributed Property" means property or other consideration (other than cash) contributed to the Company in exchange for Interests.

" Contribution Agreement" means the Contribution Agreement to be entered into by and among the Cendant Member, the Company and the PHH Member pursuant to Section 2.11 hereof.

" Control" shall mean, with regard to any Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms " controlling" and " controlled" have meanings correlative with the foregoing.

" Controlling Person" means a Person who controls another Person.

" Customer" means any individual who contacts the Company, whether in person or by mail, phone, via the Internet (including by electronic mail), or otherwise, or who is so contacted by the Company, about the possibility of obtaining a Mortgage Loan through the Company, or who otherwise obtains a Mortgage Loan from or through the Company.

" Depreciation" means, for each Fiscal Period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such Fiscal Period; provided , however , that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Period, Depreciation shall be an amount that bears the same ratio to such Gross Asset Value which the asset had when its value was last adjusted, as the federal income tax depreciation, amortization or other cost recovery deduction with respect to such asset for such Fiscal Period bears to the adjusted tax basis which the asset had when its value was last adjusted; and provided , further , that if the federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Period is zero, then, subject to Section 6.3(a)(xiv), Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Managing Member.

" Distributable Net Income" shall mean, for each Fiscal Quarter, an amount equal to the net income of the Company and its Subsidiaries, on a consolidated basis, determined in accordance with GAAP, less any amounts retained by the Company as

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shall be necessary to meet the Minimum Capital Requirements (which requirements shall be approved by the Board pursuant to Section 6.3).

" Fair Market Value" means the fair market value of an asset, as determined by the Managing Member using any reasonable method of valuation, except as otherwise provided herein; provided , however , that such fair market value shall be approved by the Board as provided in Section 6.3(a)(xvii).

" FHA" means the Federal Housing Administration of HUD or any successor thereto.

" Fiscal Period" means the period (i) commencing (w) at the beginning of each Fiscal Quarter, (x) the date of any acquisition of Interests by any new or existing Member in exchange for a Capital Contribution, or (y) on each date following the effective date of any distribution to a Member of any property as consideration for an Interest in the Company, and (ii) ending on the date immediately preceding the first day of the next Fiscal Period; provided , that the last Fiscal Period shall end on the date on which all assets of the Company are distributed to the Members pursuant to Section 9.4 hereof.

" Fiscal Quarter " means (i) the period commencing on the date of this Agreement and ending on March 31, 2005, or (ii) any subsequent three (3) month period commencing on January 1, April 1, July 1 and October 1 and ending on March 31, June 30, September 30 and December 31, respectively; provided , that the last Fiscal Quarter shall end on the date on which all assets of the Company are distributed to the Members pursuant to Section 9.4 hereof.

" GAAP" means generally accepted accounting principles in the United States.

" Governmental Entity" means any court, agency or commission or other governmental or regulatory authority.

" Gross Asset Value" means, with respect to any asset, such asset' s adjusted basis for federal income tax purposes, except as follows:

(i) the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the Fair Market Value of such asset;

(ii) the Gross Asset Value of all Company assets shall be adjusted to equal their respective Fair Market Values, as of the following times: (a) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital

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Contribution, (b) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for an interest in the Company and (c) the liquidation of the Company, within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g); provided , however , that, with approval of the Board pursuant to Section 6.3(a)(xiv) hereof, adjustments pursuant to clause (ii)(a) or (ii)(b) of this definition shall be made only if the Managing Member reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(iii) the Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the Fair Market Value of such asset on the date of such distribution, unreduced by any liability secured by such asset; and

(iv) the Gross Asset Value of Company assets will be increased or decreased to reflect any adjustment to the adjusted basis of such assets under Sections 734(b) or 743(b) of the Code, but only to the extent that the adjustment is taken into account in determining Capital Accounts under Treasury Regulation Section 1.704-1(b)(2)(iv)(m) and paragraph (f) of the definition of Net Income and Net Loss or Section 5.2(f), provided , however , that Gross Asset Values shall not be adjusted pursuant to this paragraph (iv) to the extent the Managing Member determines that an adjustment pursuant to paragraph (ii) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph (iv) and the Board authorizes such paragraph (ii) adjustment pursuant to Section 6.3(a)(xiv) hereof.

If the Gross Asset Value of an asset has been determined or adjusted pursuant to paragraph (i), paragraph (ii) or paragraph (iv) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Income and Net Loss.

" HUD" means the United States Department of Housing and Urban Development or any successor thereto.

" Interest" means (i) a Member' s share of Net Income (and items of income and gain) and Net Loss (and items of loss and deduction) of the Company and a Member' s right to receive distributions from the Company in accordance with the provisions of this Agreement and the Act and (ii) such Member' s other rights and privileges as herein provided, including, without limitation, voting privileges.

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" Insolvency" means , when used with respect to any Person, such Person is unable to pay its debts and obligations as they become due, or has incurred debts beyond its ability to pay such debts as they mature.

" Investor Commitments" means any agreement, contract or arrangement pursuant to which any Person purchases or agrees to purchase Mortgage Loans from the Company or any Subsidiary of the Company.

" Lease" means the Bishop' s Gate Sublease, substantially in the form of Exhibit A hereto, to be entered into between the Company and PMC on the Contribution Date, pursuant to which the Company will lease space from PMC at 3000 Leadenhall Road, Mt. Laurel, NJ 08054.

" License Agreement" means the Trademark License Agreement, dated as of the date of this Agreement, between PMC and TM Acquisition Corp., Coldwell Banker Real Estate Corporation and ERA Franchise Systems, Inc., pursuant to which PMC has been granted a license to use the Cendant Real Estate Franchisee Brands (as defined in the SRA) in connection with its business, on the terms set forth therein.

" Loan Funding Facility" means a credit or loan agreement or other funding arrangement, approved by the Board pursuant to Section 6.3 hereof, pursuant to which the Company and/or its Subsidiaries borrows money for the purpose of funding Mortgage Loan originations.

" Losses" means any and all losses, damages, disbursements, suits, claims, liabilities, obligations, judgments, fines, penalties, charges, amounts paid in settlement, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses), and shall specifically include, but only for purposes of Section 12.4 hereof, any indirect, special, incidental or consequential damages (including lost profits and lost cash distributions).

" Management Services Agreement" means the Management Services Agreement, substantially in the form attached hereto as Exhibit B , to be entered into by the Company and PMC in accordance with Section 2.11 of this Agreement.

" Managing Member" means the PHH Member, or such other Member as may replace the PHH Member as Managing Member pursuant to Section 8.2 or 8.4 hereof.

" Master Sublease Agreement" means the Master Shared Office Space Agreement, substantially in the form attached hereto as Exhibit C , to be entered into between the Company and NRT on the Contribution Date, pursuant to which the

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Company will sublease from NRT office space utilized by field personnel of the Company who are co-located in a Cendant Owned Real Estate Office.

" Member" means, at any time, a Person admitted as a member of the Company pursuant to Section 3.2 hereof and listed on Schedule I hereto. If a Member Transfers its Interest or any portion thereof to a Person who is not a Member, reference in this Agreement to a " Member" or such Member' s Capital Account in connection with such Transferred Interest or portion thereof shall be deemed to be a reference to the record holder of such Transferred Interest or portion thereof for th ...