EFTA01480184

hability cost or expense, ineltsding, without limitation, reasonable anomey's fees. arising from or related to. the Company or any act or omission of the Sole Member, the Manager or such employee or agent on behalf of the Company, and amounts paid in settlement of any of the above, provided that such amounts were not the result of fraud, glom, negligence, or reckless or intentional misconduct on the pan of the Sole Member. the Manage, or such employee or agent against %him o claim is asserted fhe Company may advance to the Sole Member, the Managet or any such employee or agent and their respective heirs, personal representatives, and miecessors the costs of defending any claim, suit or action against such person if such person 411dertab,*$ to repay the funds auhanced, with Interest. if the person is not entitled to indemnification under this Section. 7. To the extent that the Sole Member, the Manager, or any sash employee or agent of the Company has been successful on the merits or otherwise in defense of an action; suit or proceeding or in defense of any claim, issue or other maser in the action, suit or proceeding, such person stall be indemnified against actual and reasonable expenses, including, without limitation, attorneys' fee, incurred by such person in connection with the action, suit or proceeding and any action. suit or proceeding brought to enforce the mandatory Indetrinification provided herein, 1 Any indemnification permuted under this Secton, unless ordered by t court, shall be made by the Company only as authonnd nn the specific case upon a determination that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and upon an evaluation of the reasonableness of expenses and amounts paid in settlement This determination and evaluation shall be made by the ',plc of the majority of the Membership Units of the members who are not parties or threatened to be made panics to the action, suit or proceeding. Notwithstanding the foregoing to the contrary. no ir.demnification shall he provided to any Manager. employee or agent of the Company for or in connection with the receipt of a financial benefit to which such person is not entitled, voting for or assenting to a distribution to the htembers in violation of this Agreement or the Act, or a knowing violation of law SECTION VII LIQUIDATION The Company shall be dissolved, and shall terninaze and wind up its affairs, upon the determination of the Sole Member to do so. SECTION VIII MISCELLANEOUS PROVISIONS A SeCti0n Headings. fbe Section headings and numbers contained in this Agreement have been insetted only as a matter of convenience and for reference. and :n no way s?utll he construed to define, limit or describe the scope or intent of any prnvision of this Agreement 6 Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002276 SDNY_GM_00271474 EFTA01480184