B. Scverabilitv The invalidity or unenforeeabiliry of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be corstrved in all respects as if such invalid of unenforceable provisions were omitted. C. Amendment Thu Agreement may be amended or revoked m any time, in writing, with the consent of the Sole Member. No change or modification to this Agreement shall be valid unless in writing and signed by the Sole Member. D. Ihntlint Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns E. Governing Law. Regardless of the place where this Agreement may be executed by the Sole Member, the rights and obligations of the Sole Member, and any claims and disputes relating thereto, shall be subject to and governed by. and construed and enforced in accordance with the laws of the Territory of the U.S. Virgin Islands. IN WITNESS WHEREOF, the Sole Member makes and executes this Operating Agreetnem on the day and year first written above. DESIGNATION AS MANAGER AND THE TERMS HEREOF APPLICABLE TO THE MANAGER ARE ACCEFI'A Y: Visosk: 7 Confidential Treatment Requested by JPMorgan Chase CONFIDENTIAL JPM-SDNY-00002251 SDNY_GM_00271449 EFTA01480164