EFTA01480089

firms as the Manager may designate. the Company's funds and assets shill not be commingled with the funds mil assets of the Manager to any officer. Without !imiLng the foregoing. the Manager shall take all steps necessary to identify the inventory, property, and assets of the Company as belonging to the Company and shall keep all su:h property, assets, and inventory Nertrfat and apart, so that no :hits person no: claiming by, through or under the Company shall a any time assert any interest or right in or to such property, assets sad inventory ARTICLE 8. Dissolution, Liquidation, and le tin notion 8 1. DissOlnItgo Subject to Section S.: below, the Company shall dissolve and its attain shall be wound up on the first to occur of the following events. (a) the consent of the sole member of the Company: or (b) entry of a decree of judicial dtssolistxm of the Company under the Act. Except as specifically provided in this Section $.1, no other event or anon specified in the Act shall cause the Company ro dissolve. 8.2 Winding-UP arid Termdattm On the occtcrence of an event described in Section 8 I above, theNtanager that' act as liquidator. The liquidator stall proceed diligently to wmd up die affairs of the Company as provided to the Act. Until final distribution, the fiquidator shall continue to operate the Company properties. The costs of wmiting up shall be home as a Company expense. Upon final d*t-ibution of the Company assets, the Manage shall file angles of dasolution with the Delaware Secretary of State. cancel any other filmgs trade pursuant to Section 15 of this Agennert, and take such other octant as may be necessary to terminate the existence of the Company. IN WITNESS WHEREOF, this Operating Agreerrient,a-been,.stecuted by the so sembet of the Company this 20 day of December. 2011. E. EP SOLE MEMBER Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002155 SDNY_GM_00271353 EFTA01480089