EFTA01390485

D. Binding 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 diets respective distrIbuten, heirs, suctessors and assigns. E. Governing Law. Regardless of tax. plate where this Agreement may be executed by the Sole Member, the rights and obligation of the Sole Member, and my claims and disputes relating thereto, shall be subject to and governed by, and construed and enforced in accordant° with the laws *film Territory of the O.S. Virgiiaslands. IN WITNESS 'WHEREOF, the Sole Member makes and executes this Operating. Agreement on the day and year first written above. wrnes$ETH: By: SOUTHERN TROST COMP , Sok Member By: effrey E. Epste 6 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL SDNY_GM_00241183 DB-SDNY-0094999 EFTA01390485