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23 <br /> debts, obligations and liabilities existing at the time of such <br /> vote or assent which are not thereafter paid and discharged, plus <br /> any loss sustained therefrom by members at the time of such vote or <br /> assent other than the members receiving the payment in question; <br /> and provided further, a Director shall not be liable for such a <br /> vote or assent if the Director relied and acted in good faith and <br /> reasonably upon financial statements of the corporation represented <br /> to be correct and to be based upon generally accepted principles of <br /> sound accounting practice by the President or the Treasurer, or <br /> certified by an independent public accountant or by a certified <br /> public accountant or firm of such accountants to fairly reflect the <br /> financial condition of the corporation. <br /> (b) All Directors who vote for or assent to any distribution <br /> of assets of the corporation during the liquidation of the <br /> corporation without the payment and discharge of, or making <br /> adequate provision for, all known or reasonably ascertainable <br /> debts, obligations, and liabilities of the corporation shall be <br /> jointly and severally liable to the corporation for the value of <br /> such assets which are distributed, to the extent that such debts, <br /> obligations and liabilities of the corporation are not thereafter <br /> paid or discharged; provided, a Director shall not be liable for <br /> such a vote or assent if the Director relied and acted in good <br /> faith and reasonably upon financial statements of the corporation <br /> represented to be correct and to be based upon generally accepted <br /> principles of sound accounting practice by the President or the <br /> Treasurer, or certified by an independent public accountant or by <br /> Ra12\R55090-006\0047496.06\10-07-94 14 <br />