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meeting shall be effective only if the consents are in writing, set forth the action so taken, and are signed <br /> by a Majority in Interest of the Members eligible to vote on such action. <br /> 3.5 Bankruptcy of a Member. A Member shall cease to have any power as a Member or <br /> company official, any voting rights or rights of approval hereunder upon (i) such Member's bankruptcy, <br /> insolvency, or assignment for the benefit of creditors, or (ii) the appointment of a trustee, receiver, or <br /> liquidator of such Member or substantially all of such Member's property; and the Member, his or her <br /> personal representative or successor upon the occurrence of any such event shall automatically become an <br /> Economic Interest Owner. In no event shall a personal representative or successor become a Member <br /> unless the requirements of Section 9.7 are satisfied. <br /> 3.6 Economic Interest Owners. Except as required under the Act, no Economic Interest <br /> Owner shall have any right to vote on or approve any matters brought before the Members for a vote; nor <br /> shall any Economic Interest Owner have any of the inspection rights provided to Members under the Act. <br /> 3.7 Representations of Members. Each Member represents and warrants to the Company <br /> and every other Member that he (i) is fully aware of, and is capable of bearing, the risks relating to an <br /> investment in the Company; (ii) understands that his interest in the Company has not been registered <br /> under the Securities Act or the securities law of any jurisdiction in reliance upon exemptions contained in <br /> those laws; and (iii) has acquired his interest in the Company for his own account, with the intention of <br /> holding the interest for investment and without any intention of participating directly or indirectly in any <br /> redistribution or resale of any portion of the interest in violation of the Securities Act or any applicable <br /> law. <br /> ARTICLE IV-LIMITATION OF LIABILITY AND INDEMNIFICATION <br /> OF THE COMPANY OFFICIALS <br /> 4.1 Limitation of Liability. No Person shall be liable to the Company or its Interest Owners <br /> for monetary damages for an act or omission in such Person's capacity as a Company Official, except as <br /> provided in the Act for(i) acts or omissions which a Person took in bad faith and/or knew at the time of <br /> the acts or omissions were clearly in conflict with the best interests of the Company or(ii)any transaction <br /> from which a Person derived an improper personal benefit. If the Act is amended to authorize action <br /> further eliminating or limiting the liability of managers or other company officials,then the liability of a <br /> Person serving as a Manager or company official shall be eliminated or limited to the fullest extent <br /> permitted by the Act as so amended. Any repeal or modification of this Section shall not adversely affect <br /> the right or protection of any Person existing at the time of such repeal or modification. <br /> 4.2 Indemnification. The Company shall indemnify the Managers, Company Officials and <br /> Members to the fullest extent permitted or required by the Act, as amended from time to time, and the <br /> Company may advance expenses incurred by the Managers, company officials or Members upon the <br /> approval of a Majority in Interest of the Members and the receipt by the Company of an undertaking by <br /> such Person to reimburse the Company unless it shall ultimately be determined that such Person is <br /> entitled to be indemnified by the Company against such expenses. The Company may also indemnify its <br /> employees and other representatives or agents up to the fullest extent permitted under the Act or other <br /> applicable law, provided that the indemnification in each such situation is first approved by a Majority in <br /> Interest of the Members. <br /> 4.3 Other Rights. The indemnification provided by this Agreement shall: (i)not be deemed <br /> exclusive of any other rights to which a Person seeking indemnification may be entitled under any statute, <br /> agreement, vote of Members, or otherwise, both as to action in official capacities and as to action in <br /> another capacity while holding such office; (ii) continue as to a Person who ceases to be a Manager, a <br /> Member or company official; (iii) inure to the benefit of the estate, heirs, executors, administrators or <br /> 5 <br />