EFTA01480196

independent act pursuant to the provisions of Section 1801, Subsections (41 and :5) of the Uniform Limited Liability Company Act. ARTICLE TOUR ORGANIZER The name and physical address of the Organizer of the Company is Enka A. KeBethel/. 9100 Port of Sale Mall, Suite IS, St. Thomas, U.S. Virgin Islands 00802. ARTICLE pm MANAGEMENT The Company shall be manager managed. The initial manager of the company shall be Lawrence Visoski. The physical and mailing address or the manager is 9100 Port of Sale Mall, Suite 15. St. Thomas, U S. Virgin Islands 00802. ARTICLE SIX CAPITAL The Company shall begin business with capita) in the amount of One Thousand United States Dollars IUS $1.000.001 ARTICLE SEVEN LIMITATION OF LIABILITY No manager of the Company shall be habit to the Company or its members for monetary damages for an act or an omission in such managers capacity as a member, except for liability of s manager for (i) a breach of a ir.anager's duty of loyalty to the Company or its members, (ii) an act or omission. not in good birth, that constitutes • breach of duty of a manager to the Company or an act or omission that involves intentional misconduct or a knowing violation of the law, (iii) a tran•actior. from which a manager received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the manager's position, or (Ir) an act or omission for which the liability of a manager is expressly provided for by an applicable statute If the Uniform Limited Liabdity Company Act or other applicable law is amended to authorise action further eliminating or limiting the liability of managers, then the liability of any manager of the Company shall be eliminated or limited to the fullest event permitted by the Uniform Limited Liability Company Act or other applicable law, as so amended. Any repeal or modification of the foregoir.g paragraph by the members shall not adversely affect any right or protection of any manager existing at the time of such repeal or modification. Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002290 SDNY_GM_002714136 EFTA01480196