EFTA01480205

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 of the Company, to make all decisions regarding those martens and to perform any and all other acts or activities customary or incident to the management of :Ito Company's business Limitatirr 91.McAsyst;likgbcyjtv Notwithstanding the authority of the Manager, the written consent of the Sole Member shall be required for the Manager to: Sell, transfer, assign. convey, or otherwise dispose of ar.y pan of the Company's assets; 7. Cause the Company to incur any debt in excess of 55,0%, whether or not in the ordinary course of business: 3. Cause the Company to incur any debt less than ¶5.000 other than in the onimary eon of business, 4. Cause the Company to encumber any asses in connection with any debt referred to m clause 2 or 3 above: 5 Issue or sell, or approve the transfer. assign:nett, conveyance or other disposition of any Membership Units or Membership I merest in the Company; 6. Adopt. amend or repeat the Operating Agreement of the Company Appoint or fill the vacancy of the Manager. Approve a plan of tnerger of the Company with any other 9. Amend. alter, repeal, or take any action inconsistent with any resolution of the Sole Member: ID. Incur any single expense or combination of related expenses in excess of 55,000; I. Cause the Company to ;nate any distributions to its Members. C. Votinz of Membership Units 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: INDEMNIFICATION A. Exculoithon of I.iabiliry. It otherwise provi&d by law or expressly assumed pursuant to a %linen instrument signed by such person. neither the Sol: Member nor the Manager %hall be personally liable for the acts. debts or liabilities of the Company . B indemnification i. Except as otherwise provided in this Section, the Company. its receiver or its trustee shall indemnity, defend and hold harmless the Sole Member and the Manager and their respective heirs, perwmal representatives, and successors, and may indemnity. defend aril hold harmless any employee or agent. who was or is a party or is lluratencia to be made a parry to a threatened pending or completed action. snit or proceeding, from and against any expense, toss, damage or liability incurred or connected with, or any claim, suit, demand, loss, judgment. 3 Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002299 SDNY_GM_00271497 EFTA01480205