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DocuSign Envelope ID:CCABACD4-6EDA-474F-A230-6C6849B95834 <br /> 10.2 Insurance. Company shall have the power to purchase and maintain <br /> insurance on behalf of any Person who is or was an agent of Company against any liability asserted <br /> against such Person and incurred by such Person in any such capacity, or arising out of such <br /> Person's status as an agent, whether or not Company would have the power to indemnify such <br /> Person against such liability under the provisions of Section 10.1 hereof or under applicable law. <br /> ARTICLE XI <br /> MISCELLANEOUS <br /> 11.1 Complete Agreement. This Agreement and the Articles constitute the <br /> complete and exclusive statement of agreement among the Members and the Manager with respect <br /> to the subject matter herein and therein and replace and supersede all prior written and oral <br /> agreements or statements by and among the Members and the Manager or any of them. No <br /> representation, statement, condition or warranty not contained in this Agreement or the Articles <br /> will be binding on the Members or the Manager or have any force or effect whatsoever. To the <br /> extent that any provision of the Articles conflict with any provision of this Agreement, the Articles <br /> shall control. <br /> 11.2 Binding_Effect. Subject to the provisions of this Agreement relating to <br /> transferability, this Agreement will be binding upon and inure to the benefit of the Members, and <br /> their respective successors and assigns. <br /> 11.3 Parties in Interest. Except as expressly provided in the Act, nothing in this <br /> Agreement shall confer any rights or remedies under or by reason of this Agreement on any <br /> Persons other than the Members and the Manager and their respective successors and assigns nor <br /> shall anything in this Agreement relieve or discharge the obligation or liability of any third Person <br /> to any party to this Agreement, nor shall any provision give any third Person any right of <br /> subrogation or action over or against any party to this Agreement. <br /> 11.4 Pronouns; Statutory References. All pronouns and all variations thereof <br /> shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in <br /> which they are used may require. Any reference to the Code, the Regulations, the Act, <br /> Corporations Code or other statutes or laws will include all amendments, modifications, or <br /> replacements of the specific sections and provisions concerned. <br /> 11.5 Headings. All headings herein are inserted only for convenience and ease <br /> of reference and are not to be considered in the construction or interpretation of any provision of <br /> this Agreement. <br /> 23 <br />