EFTA01390463

person in a like posnioit Wooidexereige under similar circumstances, and in a manner that such person reasonably .believed to be in the best interests of the Company and with respect to a criminal action or proceeding, if inichperson harm reasonable cause to believe such person's conduct was urdawfiti. 2. To the extent that any Manager, member; employed or:agent of the Company has been successfid on the Morita or otherwise in defense of an action, it IR proceeding or in defense of any clehni issue or other Matter in the action, suit or proceeding, .such. person shall be indemnified against actual and.reasemiblo expenses including attorneys' fees, incurred by Such person in connection With the action, suit or proceeding and any action, suit or proceeding brought to enforce the inandatoty indemnification provided herein. 3. Any indemnification petMitterl' under this Staten, unless ordered by a. court, shalt be made by :the CoMpany only as authoriied in the specific case upon a. detcuitimitiOn thst 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 paid in settlement. This deterrninatign and evaluation shall be made by a majority vote of the members who are not parties. or Sweetened to be made nattiest° the action, suit or proceeding (except in the. event that there am no members other thau the Sole Member; in Which event .the determination and eviluatio'n shall be made by Ste.Sole Member, regardless of whether Or not Jeffrey :Epstein. is a party or ilweatened, to* be Made a party to thot action, all or proceeding). SECTION vu 11O11IDATION The Company shall be.dissolved;.and shell terminete mid wind up its affairs, upon,the detennination.of the Sale Member to do.so. SECTION VIII ,MIScRILAPEOUS PROVISIONS • A. Sectionlieadints. The Section headings and slumbers contained in this Agreement have. beenieserted only as a matter of convenience, nd fig-reference, and in no wry shall be cons:trued to define, limit or describe the scope or intern of any provision of, this Ago:enters. B. Severability. The invalidity or unenforvenbility of any patticrilarpmvision of this Agreement shall; notaffett. the other provisions herbed; and this.Agmernent Abut biconstrued in all respect's as'if such invalid ortmenforceibleproviskins were omitted. i C. Amendment: Tbis.Agreement may be amended or revoked at any time, in Writing, with the consent of the. Sole Member.. No change or modification to thisAgreeritent ship be valid tuttesS r; writing and signed by the Sole Meniber. . i CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0094972 CONFIDENTIAL SDNY_GM_00241156 EFTA01390463