EFTA01480163

Company and shall have full and complete authority, power and discretion to do all things necessary• or convenient to manage, control and carry out the business. affairs and properties et the Carman) to make ali decisions regarding those matters and to perfami any and all ether at is or activities customary• or incident to the management of the Company's business B. I imitation of Manager's ArnhorrN. Notwithstanding the authority of the Manager. the tatter consent of the Sole Member shall he required for the Manager to: Sell, transfer. assign, convey, or otherwise dispose of any part of the Company's assets: 2 Cause the Ctenparly to incur any debt in excess of $5,000, whether or not in the ordinary course of business; 3 Cause the Company to incur any debt less than $5,000 other char, in the ordinary course of business: 4 Cause the Company to encumber any assets in connection with any debt referred us in clause 2 or 3 above; 5. Issue or sell, or approve the transit, assignment. conveyance or other disposition of any Membership Units or Membership Interest in the Company. 6. Adopt, amend or repeal the Operating Agreement of the Company 7 Appoint or fill the vacancy of the Manager, E. Appmvc a plan of merger of the Company with any other entity. 9. Amend, alta„ repeal, or take any action inconsistent with any resolution of the Soic Member; IC. Incur any single expense or combination of related expenses in excess of $5,000; I I. Cause the Company to make any distributions to its Members. C Voting of Membership Unita. A Membership Unit is entitled to be voted only if it is owned by a Member and each such Membership Unit shall be entitled to one vote. Neither an assignee nor a transferee may vote a Membership Unit unless such assignee or transferee is admitted as a Member. SECTION VI EXCULPATION OF LIABILITY: LNDEMNIFICATION A. ExcinnaUen of Liability. Unless otherwise presided by law or expressly assumed pia:want us a vmtlen instrument signed by suds person, neither the Sole Member we the Manager shall be personally liable for the ads, debt" ur liabilities of the Company. B. Indemnifiation. 1. Except as otherwise provided in this Section, the Company, its receiver or us trustee shall indemnity, defend and Iwkl harmless the Sole Member and the Manager and :heir respective heirs, personal representatives, and successors, and may indemnify, defend and hold harmless any employee or agent, wisp was or is a parry or is tIventened to be made a party to a thicatened, pending or completed action, suit or proceeding, from and against any expense, loss, damage or liability incurred or connected with, or any claim, suit, demand, loss, judgment, Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002249 SDNY_GM_00271447 EFTA01480163