EFTA01390483

C. Pittrthirtiontwon latinnalthe Companv. I. At the termination of the Company and atter the Company has Satisfied or provided tot the Satisfaction of ell the Company's debts mid other obligations, the Company's assets will be distributed in task to the. Sale Member apcj any distoeiated Members whose late:mats have hot been Proviocoly redeemed first,, in discharge of their respective capital Interests; and therkin•preporthin to the lytembershipthtits; 2. If the Company tucks suftcient•assets to make the. distributions desenbed in the .foregoing paragraph, the Company will•make distributions in proportion to the•amount of the respective capital interest of the Solo :Meniber and tiny dissociated members whose interests have nor bcen•previously tedeemdd. SECTION V • A, I1 Oen ra The Company shall be trianagerinanaged. Mae" Epstein shall be the initial Manager of the Company. Tho manager shall manage the business and affairs of the CoMpany and shell have full and complete authority, power and discretion to do all things necessary or convenient to managercontrol and: deny out the business, affairs and. properties of the Comp,any, tamako an decisions regarding those matters and to postern any and Anther acts or activities customary or incident Lathe inattagerrientof the CoMpany's business: • B. Inlinic of Membership Units. A Membership Unit is entitled to be voted only illy is owned by a member and each such Membership Vint shall im anklet) to one vote. Neither an assignee nor a transferee may vote a Membership Unit unless such assignee or trangiree is " admitted as a member. SECTION VI MCULPATION OrtiA131LITY: INDEMNIFICA9TION • A. Axcurostfon ofti4nitv, Unless othenvise provided by law or expressly assumed, the Sole Member shill not he personally liable for the acta,.cfebts or. liabi Utica of tho•Company. 13. Inklentnillomicat • I. Eccopt as oihenvlse provided in this Section, the ,Company shall indenuilfy the manager of :the Company and may halemaifY arty employee or agent of the Company vine was: or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil,. criminal, administrative, 'or investigative, and whether formal or informal, other than en action by or in the right of the Company, by reason of the fact that such persOrt is or was.i member, employee or agent of the:Company against expenses (inclading attorneys' fees), judgments; penalties, floes and amounts paid In settlt.mcitt actually and. reasonably Incurred by such person lit connection with the adieu, suit or proceeding, if the person acted In good faith, with the care en ordinarily prudent 4 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL SDNY_GM_00241181 DB-SONY-0094997 EFTA01390483