Summit

5.3 Officers.

5.3.1 Appointment of Officers. The Board of Directors may, subject to the

terms of any employment agreement, from time to time appoint (and subsequently remove)
individuals to act on behalf of the Company as officers of the Company within the meaning of
Section 18-407 of the Act to conduct the day-to-day management of the Company with such
general or specific authority as the Board of Directors may specify and are permitted or
authorized in this Agreement. The officers of the Company may include, but are not limited to,
a Chief Executive Officer, President, Vice President, Secretary, Chief Financial Officer and
Chief Operating Officer and such officers shall have the duties and powers set forth on
Schedule E attached hereto. The officers sball serve at the pleasure of the Board of Directors,
subject to any rights of such officers under any employment contract. The officers shall
exercise such powers and perform such duties, as are determined from time to time by approval
of the Board of Directors and as permitted or authorized in this Agreement. Any individual may
hold any number of offices. An officer need not be a Member. The initial officers of the
Company shall be as follows:

Name Title
Robert G. Friedman Co-Chairman and Chief Executive Officer
Patrick Wachsberger Co-Chairman and President
Bob Hayward Chief Operating Officer
Ron Hohauser Chief Financial Officer and Secretary

5.3.2 Removal Resignation. and Filling of Vacancy of Officers. Any

officer may be removed, either with or without cause, by a majority vote of the Board of

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 Directors at any time. Any officer may resign at any time by giving written notice to the Board
of Directors. Any resignation shall take effect at the date of the receipt of that notice or at any
later time specified in that notice; and, unless otherwise specified in that notice, the acceptance
of the resignation shall not be necessary to make it effective. Any resignation or removal is
without prejudice to the rights, if any, of the parties under any contract to which the officer is a
party. A vacancy in any office because of death, resignation, removal, disqualification or any
other cause shall be filled, if at all, by majority vote of the Board of Directors.

5.3.3 Signing Authority of Officers. Subject to any restrictions imposed by

the Board of Directors, any officer, acting alone, is authorized to endorse checks, drafts and
other evidences of indebtedness made payable to the order of the Company, but only for the
purpose of deposit into the Company's accounts. The Chief Executive Officer, acting alone,
shall be authorized to sign any check, draft or other instrument obligating the Company to pay
money and to sign contracts and other obligations on behalf of the Company. Other officers of
the Company shall be authorized to sign checks, .drafts, or other instruments obligating the
Company to pay money, and to sign contracts and other obligations on behalf of the Company,
but only to the extent expressly provided in and subject to any restrictions contained in
resolutions adopted by the Board of Directors which may be general or specific.

5.4 Limitations on Authority. Neither the Directors nor the officers shall do any act
in contravention of this Agreement, or possess Company property, in their capacity as officer or
Director, or assign rights in Company property other than for Company purposes.

5.4.1 Approval by Majority Vote of the Board of Directors.

Notwithstanding any provision to the contrary in this Agreement (but subject to Section 5.4.2),
neither the Directors nor the officers shall, without the affirmative majority vote of the Board of
Directors:

(a) take any action that would make it impracticable to carry on

the ordinary business activities of the Company; or

(b) amend this Agreement or the Certificate; or

(c) cause the Company to create any new class of Units (whether
Common Units, Preferred Units or other Units) or issue any new Units (or any options,
subscriptions, warrants, securities or other rights exercisable or exchangeable for or convertible
into Units), or to admit new Members or to alter the relative rights of existing Units, in each case
except as specifically provided in this Agreement or pursuant to the 2007 Unit Incentive Plan; or

(d) cause the Company or its subsidiaries (i) to extend the statute
of limitations for assessment of tax deficiencies with respect to adjustments to the Company's or
its subsidiaries' federal, state, local or other tax returns or tax-related filings; (ii) to settle any
dispute with the Internal Revenue Service or any state, local or other taxing authority; (iii) to
change any federal, state, local or other tax treatment of transactions in which the Company or
one of its subsidiaries participates; or (iv) to enter into any "reportable transaction" within the
meaning of the Code and applicable Regulations; or

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 (e) cause the Company to make any change to the Company's
accounting methods, principles, procedures or practices, except as may be required by a change
inGAAP; or

(f) after a Conversion of the Class A Preferred Units that occurs

prior to a QIPO, effect any of the actions set forth in Section 5.4.2 that do not expressly continue
to be effective after such Conversion pursuant to Section 3.12.5.

c:o.~ 5.4.2 Approval by Class A Directors. Notwithstanding any provision to the

contrary in this Agreement (but subject to Section 3.12.5), neither the Directors nor the officers
shall, without the affirmative majority vote of the Board of Directors (which majority vote shall
include the Special Class A Director if one has been designated, or, if a Special Class A Director
has not been designated, at least one (1) Class A Director):

(a) enter into any merger, consolidation, share exchange, or

acquisition by the Company of the securities of any entity, or the acquisition of all or
substantially all of the assets of such entity, pursuant to which all or in excess of twenty-five
(25%) of the consideration payable in connection with such acquisition consists of securities of
the Company; or

(b) enter into a strategic (i) transaction, (ii) joint venture, (iii)
merger or (iv) other business combination, in each case, out of the ordinary course of business
and where the value of such transaction Lq in excess of twenty-five percent (25%) of the
Company's net equity; provided that for purposes hereof, in the calculation of net equity,
distribution costs and expenses shall be amortized in a manner similar to production costs instead
of expensed when incurred; or

(c) cause the Company to acquire or agree to acquire (by merging

or consolidating with, or by purchasing a substantial portion of the assets of, or by any other
manner) any business, or any corporation, partnership, limited liability company or other
business entity or any division thereof out of the ordinary course of business (it being understood
that the ordinary course of business for the Company includes the acquisition of rights in or to
Motion Pictures, including .distribution rights, whether through the acquisition of a special
purpose production vehicle or otherwise); or

(d) on behalf of the Company incur any indebtedness for borrowed

money or assume, guarantee, endorse or assume other responsibility for the obligations of any
other Person, in each case, except for (i) the Company's obligations pursuant to the Credit
Agreements, (ii) the obligations assumed by the Company in connection with the transactions
contemplated by the Contribution Agreement, (iii) indebtedness incurred in the ordinary course
of business, provided that such indebtedness shall not exceed, in each instance, fifty thousand
dollars ($50,000), and (iv) indebtedness incurred in connection with the financing, directly or
indirectly, of direct costs, distribution costs and expenses or participations for Motion Pictures
incurred in the ordinary course of business; or

(e) voluntarily purchase, cancel, prepay or otherwise provide for a

complete or partial discharge of any indebtedness of the Company prior to a scheduled

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 repayment date, except in the ordinary course of business, which includes, without limitation,
prepaying production loans or making prepayments under the Credit Agreements; or

(f) cause the Company to take any affirmative action that would
require the Lenders to waive any of the Company's covenants under the Credit Agreements; or

(g) adopt an annual operating budget for the Company or make

any material change to the then current and adopted annual operating budget of the Company; or

(h) except with respect to existing commitments, approve any

capital expenditure, capital addition or capital improvement (other than any capital expenditure,
capital addition or capital improvement related to the production or distribution of Motion
Pictures) that is:

i) with respect to any capital expenditure, capital addition

or capital improvement in an amount equal to or less than Two Hundred Thousand Dollars
($200,000), more than Twenty Thousand Dollars ($20,000) in excess of the amount budgeted
therefore in the then-current annual operating budget; or

ii) with respect to any capital expenditure, capital addition

or capital improvement in an amount in excess of Two Hundred Thousand Dollars ($200,000),
more than one hundred and ten percent (110%) of the amount budgeted therefore in the then-
current annual operating budget; or

(i) other than loans to employees existing as of the date hereof,

making any loan or advance to any Person or guaranteeing the obligations of any Person, other
than customary advances to Directors, officers, employees or consultants of the Company or its
subsidiaries, as contemplated by the Credit Agreements or advances or guarantees in connection
with the development, production, acquisition or-distribution of Motion Pictures; or

(j) other than as approved by the Compensation Committee in

accordance with the guidelines set forth in Schedule C attached hereto, cause the Company to
enter into or amend any employment agreement that is either not part of the then-current annual
operating budget or provides for compensation to the employee that is more than Twenty-Five
Thousand Dollars ($25,000) in excess of the amount budgeted therefore in the then-current
annual operating budget; or

(k) except in the ordinary course of business, and pursuant to the

Credit Agreements, cause the Company to sell, lease, license or grant any security interest in or
otherwise dispose of or encumber any of the Company's properties or assets; or

(1) authorize any material amendment to the Credit Agreements;

or

(m) authorize a change of the Company's auditors; or

(n) authorize the Company to engage in any business, other than

the Business; or

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 (0) cause the Company to commence any action, suit or
proceeding, other than (i) in the ordinary course of business; or (ii) in such cases where the
Company in good faith determines that failure to commence suit would result in the impairment
of a valuable aspect of its business; or (iii) in respect of a breach of this Agreement; or

(P) cause the Company to engage in any dissolution, liquidation,

consolidation or reorganization; or

(q) cause the Company to commence a voluntary Bankruptcy case

or institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of
Bankruptcy or insolvency proceedings against it or file a petition seeking, or consent to any,
reorganization, liquidation or relief under any applicable federal or state law relating to
Bankruptcy, insolvency, reorganization or dissolution, or consent to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a
substantial part of its property, or make an assignment for the benefit of creditors, or admit in
writing its inability to pay its debts as they become due, or take corporate action in furtherance of
any such action or take any similar action with respect to any securitization trust established by
it; or

(r) increase the number of Directors that may serve on the

Compensation Committee or change the number of votes of Directors required to. approve a
matter before the Compensation Committee; or

(s) modify or rescind any resolution of the Board of Directors (or

any committee thereof) which by its terms requires the approval of the Class A Special Director
for any modification or rescission.

5.5 Remuneration of Officers and Directors. The officers and Directors of the
Company may be entitled to remuneration for providing services to the Company and shall be
entitled to reimbursement of reasonable out-of-pocket business expenses, all as determined by
the Board of Directors or as set forth in any employment agreement with such officer or
Director.

5.6 Liability of Directors and Officers. No officer or Director of the Company shall
be personally liable under any judgment of a court, or in any other manner, for any debt,
obligation, or liability of the Company, whether that debt, obligation, or liability arises in
contract, tort, or otherwise, solely by reason of participating in the management of the Company
or being an officer of the Company or both. Except as otherwise provided in this Agreement, no
officer or Director shall be liable to the Company or to any Member for any loss or damage
sustained by the Company or any Member in its capacity as such, unless (i) the loss or damage
shall have been the result of fraud, deceit, reckless or intentional misconduct, gross negligence,
or a knowing violation of law by such officer or Director or (ii) such officer or Director derived
an improper personal benefit from the transaction that resulted in such loss or damage.

5.7 Indemnification.

5.7.1 Indemnification. To the fullest extent permitted by applicable law,

any Member, officer or Director shall be entitled to indemnification from the Company for any

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 loss, damage, or claim incurred by such Person by reason of any act or omission performed or
omitted by such Person in good faith on behalf of, or in connection with the business and affairs
of, the Company and in a manner reasonably believed to be within the scope of authority
conferred on such Person by this Agreement, except that no such Person shall be entitled to be
> indemnified in respect of any loss, damage, or claim incurred by such Person (i) by reason of
:fraud,deceit, reckless or intentional misconduct, gross negligence, or a knowing violation oflaw
with respect to such acts or omissions or (ii) as a result of any transaction from which such
Person derived an improper personal benefit; provided, however, that any indemnity under this
Section 5.7.1 shall be provided out of and to the extent of Company assets only, no debt shall be
incurred by the Members in order to provide a source of funds for any indemnity, and no
Member shall have any personal liability (or any liability to make any additional Capital
Contributions) on account thereof.

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