EFTA01583469.pdf

Company and shall have full and complete authority, power and discretion to do all things necessary or convenient to manage, contml and cam out the business, affairs and properties of the Company, to inake all &visions regarding those matters and to perform any a,nd all other acts or activities customary or incident to the management of the Company's business. B. Limitation cf Manager's Authority. Notwithstanding the authority of the Manager, the wrincn consent of the Sole Member shall be required fur the Manager to: i. Se]. transfer, Emig:. convey. or otherwise dispose of any part of the Company's aSSCL5; Cause the Company to incur any debt in excess of $5.000, whether or not in the ordinary cossse of business; 3. Cause the Company to incur any debt less than S5,000 other than in the oil:briny course of business. 4 Cause the Company to encumber any assets in connection with any debt referred to is dame 7 or 3 above. 5. !nix or sell, ur apprut e the transfer, assignment, conseyiuxe or other disposition of any Membership Units or Membership Interest in the Company: 6. Adopt, amend or repeal the Operating Agreement of the Company; 7. Appoint or fill the vacancy] of the Manager 8. Approve a plan of merger of the Company with any other entity; 9 Amend. alter, repeal. or take any action inconsistent with any resolution of the Sole Member: 10. Incur any single expense or combination of related expenses in excess of 55,000; t. Cause the Company to make am distributions to its Members. C. Voting of Membership [Mits. A Membership Unit is entitled lo 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 u Member. SECTION VI EXCULPATION OF LIABILITY: INDEMNIFICATION A. CXeuipation of Liability. Unless otherwise iirovided by law or expressly a irmet1 pursuant to a written Instrument signed by such person. neither the Sole Member nor the Manager shall be personally liable for the acts, debts or liabilities of the Company. 3 Indemnification I. Except as Litherv,ise provided in this Section. the Company, its receiver or its trustee shall indemnify. defend tend hold harmless the Sole Member and the Manager and their respective heirs, personal representatives, and successors, and may indemnify. defend and hold harmies3 any employee or agent, who was or is a party or is threatened to be made a party to threatened, pending nr completed action, sun or proceeding. from and against any cspense, loss, cartage or liability incurred or connected with, or any claim, suit, demand, loss, judgment, 5 Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00063144 EFTA01583469