EFTA01480088.pdf

(b) The Manager shall have the full power to execute and deliver, for or on behalf of the Company, any and al documents and mstrumatts which may be necessary or desirable to carry on the business of the Company, including. witlxmt Iodation, any and all deeds, contracts, tents, mortgages., deals of trust, promissory notes, security agmentrnts, and financing statements pertaining to the Company's assets or obligations; provided. however, :Mt the written consent of the sok Member shall be requited for the Msnager to: Sell, transfer. assign. coovey, or otherwiSC dispose of any pan of the Company's assets; 2 Cause the Company to new any debt in excess of 55.000. whether or not in the ordinary course of business; 3 Cause the Company to incur any debt less than SI,000 other than in the redinary course of business; 4 Cause the Company to encumber any *WI in connection with any debt minted to in clause 2 a 3 above; 5. Sea. blunter. assign, convey or otherwise dispose of any Membership Interest in the Company; t Adopt. amend a repeal the Operating Agreement of the Company; T. Appoint or fill the vacancy of the Manager; g. Approve a plan of merger of the Company with any otha entity; 9 Amend, alter. repeal, or take any action inconsistent with any resolution of the Sole Member; and 10. Incur any single expense or combinacicui of related expenses in excess of 55,000 No person dealing with the Manger reed inquire into the validity or propriety of any document or instrument executed in the name of the Company by the Manager, or as to the authority of the Manager executing the same. ARTICLE 5. Indemnification The Company shall indemnify the Manager to the full extent allowed by the Act. Funhamore, the Company, in the sole discretion of the Manager. may indemnify any officer, employee. agent, or other person to the full eaten: allowed by the Act ARTICLE & Taxation For purposes of federal taxation (and, to the extent applaatk, state taxation), the Company shall be disregarded as an entity gape ate from its owner under Treats Treas. Rey. 3 301.7701.3 No elector, shall be made that would prevent the Company from being disregarded as an entity separate from its owner. ARTICLE 7. Beaks, Records, Bank Accounts and Assets 7 I. maintenance of Books. The Manager shall keep, or cause to be kept, a: the /mamal office of the Carmany complete and accurate books and meads of the Company. supporting documentation with infect to the cisndurt of the Company's busyness, and minutes of the proceedings of ex number The books and records shall be maintained with respect to accounting Mallen in accordance with sound accounting prances. 7 2 Rank Acrourits and Assets The Manager shalt establish one or more separate bank and investment accounts and arrangements for the Company, which shall be maintained in the Company's name with financial institutions and Confidential Treatment Requested by JPM-SDNY-00002154 JPMorgan Chase CONFIDENTIAL SDNY GM_00271352 EFTA01480088