EFTA01583625.pdf

;iability, cost or expense. including. without limitation. reasonable attorney's fees, fussing from o: related is, the Company or any act or omission of the Sole Member. the Mantas or such employee or agent on behalf of the Company, and amounts paid in settlement of any of the above, provided that such amounts weer not the result of fraud. gross negligence, or reckless in intentional misconduct on the pan of the Sole Member, the %forager or such employee or agent against whom a claim is asserted. the Company may advance to the Sole Member. the Manager or any such employee or agent and their respective heirs, persenal representatives, and successors the costs of defending any claim, suit or action against with person ;f such persuu undertakes to repay the funds advanced, with interest. if the prison is nut entitled to indemnification 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 or otherwise in defense of an action. suit or pnicceding or in defense of any claim, issue or other manes in the action, suit tar proceeding, such person shall be indemnified against actual and reasonable expenses; invluding, without limitation, attorneys' fees, incurred by sash person in connection with the action. soil or pniceedint: and any action, slit or proceeding brought to enforce the mandator indemnification provided herein, 3. Any indemnification permitted under this Section, unless ordered by a court shall be made by the Company only as authorincd in the specific case 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 an evaluation of the reasonableness of expenses and amounts raid in settlement his determination and evaluation shall be made by the vote of 'he majority of the Membership Units of the members who arc not panics or threatened to be made parties to the action. sub or proceeding. Notwithstanding the foregoing to the contrary. nu indemnification shall be pros tried 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 not entitled, voting for or assenting to a distribution to the Members In violation of this .Agreernent or the Act, or a knowing violation of law. SECTION VII LIQUIDATION The Company shall he dissolved, and shall terminate and wind up its affairs, upon the determination of the Sole Member to do so. SECTION VIII MISCELLANEOUS PROVISIONS A. Section lieadints. The Section teadings and numbers contained tn this Agreement hint been inserted only as a matter of convenience and for reference, and in no way shall be construed to Jelin:. limit or describe the scope or intent of any prusision of this Agreement 6 Confidential Treatment Requested by JPMorgan Chase JPM-SDNY-00063325 EFTA01583625