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N <br />6. Term. The term of the Company shall commence on the date of filing <br />of the cettificate of formation of the Company in accordance with the Act and shall continue <br />until the Company is dissolved and its a$'airs are wound up in accordance with Section 13 of <br />this Agreement and a certificate of cancellation is filed in accordance with the Act. <br />Action by Members. Any action to be taken by the Members,of the <br />Company shall require the affirmative vote of Members holding a majority of the Limited <br />Liability Company Interests of the Company (except as otherwise expressly provided herein or <br />in the Bylaws). <br />8. Sapital Contributions. Members shall make capital contributions to the <br />Y <br />Company in such amounts and at such times as they shall mutually agree pry rata in <br />accordance with profit sharing interests as set forth in Schedule A hereof (`Profit Sharing <br />Interests"), which amounts shall be set forth in the books and records of the Company. <br />9. Assigmnents of Member Interest. <br />a. The Members may not sell, assign, pledge, or otherwise transfer <br />or encumber (collectively "transfer') less than all of their Interest in the Company under any <br />circumstances. Members may not transfer all of their Interest in the Company without the <br />Board of Directors consenting to the proposed transfer by the Member of all of its Interest in <br />the Company which consent may be given or withheld at the sole discretion of the Board of <br />Directors. The transferee of all of the Interest of a Member shall be admitted as the successor <br />Member as provided in Section 9(b) hereof. <br />b. In the event there is at any time a proposed transfer of all of the <br />Y <br />Interest of a Member of the Company to which the Board of Directors has consented as <br />provided in Section 9(a) hereof the transfer of such Interest to the transferee thereof and the <br />-3- <br />