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APPROVED AND FILED <br />DIEGO MORALES <br />INDIANA SECRETARY OF STATE <br />05/03/2024 03:16 PM <br />(a) Managers, Officers and committee members shall not be personally liable for the <br />debts, obligations or liabilities of the Company, whether arising in contract, tort or otherwise, or for <br />the acts or omissions of the Member, other Managers or Officers or committee members, agents or <br />employees of the Company. A Manager, Officer, or committee member shall perform his or her <br />duties as a Manager, Officer, or committee member in good faith, in a manner the Manager, Officer, <br />or committee member reasonably believes to be in the best interests of the Company, and with such <br />care as an ordinarily prudent person in a like position would use under similar circumstances. A <br />Manager, Officer, or committee member is not liable for any action taken as a Manager, Officer, or <br />committee member, or any failure to take any action, unless the Manager, Officer, or committee <br />member has breached or failed to perform the Manager's or Officer's or committee member's duties <br />and the breach or failure to perform constitutes willful misconduct or recklessness. <br />(b) In performing the Manager's or Officer's or committee member's duties, a Manager <br />or Officer or committee member shall be entitled to rely on information, opinions, reports, or <br />statements of the following persons or groups unless the Manager or Officer or committee members <br />has knowledge concerning the matter in question that would cause such reliance to be unwarranted: <br />(i) One or more employees or other agents of the Company or the Member <br />whom the Manager or Officer or committee member reasonably believes to be reliable and <br />competent in the matters presented; <br />(ii) Any attorney, public accountant, or other person as to matters which the <br />Manager or Officer or committee member reasonably believes to be within such person's <br />professional or expert competence; or <br />(iii) A committee upon which the Manager or Officer or committee member does <br />not serve, duly designated in accordance with a provision of the Articles or this Agreement, <br />as to matters within its designated authority, which committee the Manager or Officer or <br />committee member reasonably believes to merit confidence. <br />(c) Except to the extent provided in the Articles, every Manager or Officer or committee <br />member is an agent of the Company for the purpose of apparently carrying on in the usual way the <br />business of the Company, and the act of every Manager or Officer or committee member, including <br />the execution in the Company name of any instrument for apparently carrying on in the usual way <br />the business of the Company, binds the Company, unless such act is in contravention of the Articles <br />of Organization or this Agreement or unless the Manager or Officer or committee member so acting <br />otherwise lacks the authority to act for the Company, and the person with whom the Manager or <br />Officer or committee member is dealing has knowledge of the fact that such Manager or Officer or <br />committee member has no such authority. <br />Section 4.8. Liability. The Member shall not be liable for the debts, obligations or <br />liabilities of the Company by reason of being a Member of the Company. <br />Section 4.9. Compensation. Subject to the provisions of the Member's policies <br />concerning conflicts of interest and excess benefit transactions, the Company may pay reasonable <br />6 <br />-Page 10 of 23 - <br />