EFTA01390484

pennin In a like position Would exercise Under similar circumstances, and in a manner that such person reasonably .belieVecito be it the best interests of the Company and with respect to. a criminal action or proceeding, if tinetkperson had• no reaeorarblc cause to believe such person's conduct was UnlaWfuL 2. To the extent that any Manager, Member, employee engulf of the Cohipaity has been iuccessfid on the Monti or otherwise in defense of' en action, suit ur pr0ceeding or. in defense. of any claim, issue or ether matter in the option, suit or proceeding, .such person shall be indemnified against actual and reasonable expenses,. Me-hiding attorneys' fees, incurred by such person in connection With the action, suit or proceeding and any action, suit or proceeding brought to enforce the m' andatory indemnification provided herein. 3. Any indemnification •permitted' under this &ellen, unless ordered- by a. court, shalt be made by the Company only as authoriud in the specific vase upon a. .detorritinatiOn that the. indemnification isittPer 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 determination and evaluation shall be mode by a majority vote of the members who are not patties or threatened to be made partiano the action, suit or proceeding (except in the event that there are no members other than the Sole Member, in. which..evenc the determination and evaluation shall be made by the Sole Member, regardleas of whether or not Jeffrey Epstein. is a party or threatened. to be trade n.pady to thet.acti0n, suit or proceeding). - SECTION vu prOWDATION The Company shall be dissolved; and 013u terminate and windup its affairs, upon the. determination of the Sole Member to do se. SECTION VIII MISCELIANIEOUS PROVISIONS • A. Section. Readings. The Section headings end nuMbers conisined:in this Agreement hem temrinsenect only tis a mortar of convenience and for rcferem.e, and in do way shall be construed to define, lirnitoedeseribe the scope or inient.of any provision of this Agreement. B. Seytrabllitv. The invalidity or uncthrceability of ray particular provision of this Agit:meat nolaffeet the other provisions hereof; anti this Agreement shall biconstrued in ell respects IS if suck invalid ortuten.forecablet prior isains were omitted. C. tatndmitta. This Agreerrient maybe amended or revolted at any time, in Writing, with the Coma( of the S Ole-Member- No change or modificaticin to thisAgmeritent shall be valid unless ill wiiting and signed by the Sole Mamba. CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0094998 CONFIDENTIAL SDNY_GM_00241182 EFTA01390484