EFTA01360820.pdf

C. Distribution talon Liquidation of the Corrivany. 1. At the termination of the Company and after the Comp any 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 not been previously redeemed first, in discharge of their respective capital interests; and then, in proportion to the Membership Units. 2. If the Company lacks sufficient assets to make the distributions foregoing paragraph, the Company will make distributions in described in the proportion to the amount of the respective capital interest of the Sole Member and any dissoc iated members whose interests have not been previously redeemed. SECTION V MANAGEMENT OF BUSINESS A. In General. The Company shall be manager-managed. Jeffrey Initial manager of the Company. The manager shall manag Epstein shall be the e the business and affairs of the Company and shall have full and complete authority, power and discretion to do all things necessary or convenient to manage, control and carry out the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Comp any's business. B. Voting of Membership LThits. A Membership Unit is entitle d to be voted only if it is owned by a member and each such Membership Unit shall be entitle d to one vote. Neither an assignee nor a tninsferee may vote a Membership Unit unless such assignee or transferee is admitted as a member. SECTION VI EXCULPATION OF LIABILITY: INDEMNIFICATION A. Emitatimdarbilitv. Unless otherwise provided by law or expressly assumed, the Sole Member shall not be personally liable for the acts, debts or liabili ties of the Company. B. Indemnification. 1. Except as otherwise provided in this Section, the Company shall 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 whether formal or informal, other than an action by or in the right investigative, and of the Company, by reason of the fact that such person is or was a member, employee or agent of the Company 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 or proceeding, if the person acted in good faith, with the cam an ordinarily prudent 4 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0049398 re-inicinrkiTim SDNY_GM_00195582 EFTA01360820