D. Binding Effect. Subject to the provisions of this Agreement relating to transferability, distributees, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective heirs, successors mid assigns. Sole Member, E. Onvemingi..aw. Regardless of the place where this Agreement may be executed by the the rights and obligations of the Sole Member, and any claims and disputes relating thereto, shall be subject to and governed by, and construed and enforced in accordance with the laws of the Territory of the U.S. Virgin Islands. IN WITNESS WHEREOF, Agreement the Sole Member makes and executes this Operating on the day and year first written above. WITNES,SETH: By: SOUTHERN TRUST COMPANY-;Iga, Sole Member By: 6 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) rrticinPNTIAL DB-SDNY-0059976 SDNY_GM_00206160 EFTA01368282