EFTA Document EFTA01390462

C. Distribution upon 1,,inuidationuf the Company, I. At the termination, of the Company and after the Company has satisfied or provided for the satisfaction of all the Company's debts and other obligations, the Company's assets will be distributed in cash to the. Sole Member and any dissociated Members whose interests have hot been previously redeemed first, in discharge of their respective capital interest; and than, Mpreporsi0n to the Membership. Units. 2. If the Company lacks sufficient assets to make the disttibutions described in the foregoing paragraph, the Company will make distributions in proportion to thearnount of the respective capital interest of the Sole Member and any dissociated members whose interests have net been previously redeemed. • SECTION V MANAGEMENT OFBUSIIVESS A. In General. The Company shall be manager-managed. Jeffrey Epstein shall be the initial manager of the Company. The manager shall manage the business and affairs of the Company and shall have full and complete authority, power and discretion to do ail things necessary or convenient to manage, control and carry out'the business, affairs and properties of the Company, to make all decisions regarding those natters and to perform any and allpther acts or activities customary or incident to the management of the Company's business. B. itajag o(Memb'ernbipiJnils• A Membership Unit is entitled to be voted only if it is owned by a member and each such Membership half shall be entitled to one vote. Neither an assignee nor a transferee may, vote a Membership Unit unless such assignee or ttanaferec is admitted as a member. SECTION VI FACULPATION OF LIABILITY; INDEMNIFICKFION A. J xc:uloatIon of Lirthility. Unless otherwise provided bylaw or expressly assumed, the Sole Member shall not he personally liable for the acts„ debts of liabilities of the Company. B.I 1. L•xcopt as otherwise provided in this Section, the.Company shalt indemnify the • Manager' of the Company and may indemnify any employee or agent of the Company who 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 an action by or in the right of the Company, by reason of the fact that such persen is or was a member, employee or agent of theConipany against expenses (inCluding attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and. reasonably incurred by such person in connection with the action; suit Of proceeding, if the person acted in good faith, with the care an ordinarily prudent CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0094971 CONFIDENTIAL S0NY_GM_00241155 EFTA01390462