EFTA01480206

.iability, cost or expense. including. without limitation. reasonable attorney's fees, arising fmin 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. gross negligence. ur reckless ur intentional misconduct TEL the pan of the Sole Member, the %forager or such employee or agent against whom a claim is asserted, 'Iht Company may advance to the Sole Member, the Manager or an) such employee or agent and their respective heirs, personal representatives, and successors the costs of defending arty claim, suit or action against such person if such permit' undertakes to repay the funds advanced, with interest. if the person is nut entitled to ndeutni fication under this Section. 2. To the extent that the Sole Member, the Manager, or any such employee or agent of the Company has been successful on the merits nr otherwise in defense of an uctton, suit or proceeding or in defense of any claim, issue or other mattes in the action, suit or proceeding, such person shall be indemnified against actual and reasonable expenses, including, without limitation, attorneys' fees. incurred by such person in connection with the action. suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemr.dicanun provided hernia 3. Any indemnification permitted under this Section. unless ordered by a court shall be made by the Company only as authorized in the specific LASS' 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 at. evaluation of the reasonableness of expenses and amounts paid in settlement 1 his determination ar.d evaluation shall be made by the vote 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, nu indemnification shall be pros And 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 rot entitled. voting for or assenting to a distribution to the Members in violation of this Agreement or the Act, or a knowing violation of law. SECTION VII LIQUIDATION The Company shall be dissolved, and shall terminate and wind up its affairs. noon the determination of the Sole Member to do so. AMON VIII MISCELLANEOUS PROVISIONS A. Section Ileading. The Section headings and numbers contained in this Agreement have been inserted only as a matter of convenience and for reference, and in no way shall be construed to define, limit ur describe the 'italic or intent of any pianism of this Agreement 6 Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002300 SDNY_GM_00271498 EFTA01480206