EFTA01480183.pdf

Company and shall have full and complete authority, power and discretion to do all things necessary or convenient in manage, contra( and carry out the business, affairs and properies of the Company, to make all decisions rcganling those mantra and to perform any and all other acts or activities customary or incident to the management of the Company's business. 9. Limitation cf Manager's Agtxdy. Notwithstanding the authority of the Manager, the written consent of the link Member shall be required for the Manager to: t. Se:I. transfer, assign.. convey. or otherwise dispose of any past of the Company'› assets; 2. Cause the Company to incur any debt in excess of 55,090, whether ur not in the ordinary course of business: 1. Cause the Company to incur any debt less than SS,000 other than in the onitr:aly course of business. 4 Cause the Company to encumber any assets in connection with any debt referred to in chute 2 or 3 above: 5 Issue or sell, ur approve the transfer, assigrummt, conveyance of other disposition ni any Membership Units ur Membership Interest in the Company; Adopt amend or repeal the Operating Agreement of the Company; 7. Appoint or fill the vacancy of the Manager: Approve a plan of merger of the Company with any other entity; 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 I. Cause the Company to make any distributions to its Members. C. Voting 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 nut a uanslerec may vote a Membership Unit unless such assignee or transferee is admitted as u Member. SECTION VI EXCULPATION OF LIABILITY: INDLMNIFICAlION A. Exculpation of Liability Unless othenvise provided by law nr expressly assumed pursuant to a written in.strumenz signed hy such person. neither the Sole Member nor the Manager OM be personally liable for the acts, debts or liabilitim of the Company 3 Indemnification. I Except as otherwise provided in this Section, the Company, its receiver or its trustee shall indemnify. defend and hold harmless the Sole Member and the Manager and their respective heirs, personal representatives, and successors, and may indemnify. defend and hold harmless any employee or agent, who was or is a party or is drcatened to be made a parry to a thriaentxl, pending or completed action, nut or vocreding, from and against any expense. loss, damage or liability incurred nr connected with, ur ann claim suit, demand, loss, judgment, Confidential Treatment Requested by JPM-SDNY-00002275 JPMorgan Chase CONFIDENTIAL SDNY_GM_00271473 EFTA01480183