EFTA01583470

liability. cost or expense, including, without !imitation, reasonable attomey's fees. arising from or eddied tn. 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 atone, provided that such amounts were not the result 01 fraud, gross negligence, or reckless or intentional misconduct on the part of the Sole Member. the Manage: or such employee or agent against wham a claim is asserted the Company may advance to the Sole Member, the Manages or any such employee or agent and their respective heirs, personal representatives. and successors the costs at defending any claim, suit or action against such person if such person undertakes to repay the funds advanced, with interest, if the person is not entitled to indemnification under this Section. 2. To the extent that the Sole Member, the Manager, or any sad, employee or agent of the Company has been successful on the merits or otherwise in defense of an suit Or proceeding or in defense of any claim, issue or other matter 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 amy action, suit or proceeding brought to enforce the mandatory indemnification provided herein. 3. Any indemnification permitted under this Stencil, unless ordered by a court, shall be made by the Company on!) as authonnd in the specific case upor a determination that the indemnification n 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 deteunination and 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 parties to the action, suit or proceeding. Notwithstar.ding the foregoing to the contras•, no ir.demr.ification shall be provided to any Matuagel. 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 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 ienninate and wind up its affairs, upon the u1/4temunatien of the Sole Member to do so. SECTION VIII MISCELLANEOUS PROVISIONS A *tics, HWIrtg,≤. The Section headings and numbers contained in this Agreement have been inserted 044 as a matter of convenience and for reference, and m no way shall he construed to define, limit or describe the scope or intent of any prossion of this Agreement. 6 Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00063145 EFTA01583470