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B. Before a Person may be admitted as a Member of the Company, that <br /> Person must sign and deliver to the Company the documents and instruments, in the <br /> form and containing the information required by the Company, that the Members deem <br /> necessary or desirable. Membership Interests of new Members will be allocated <br /> according to the terms of this Agreement. <br /> 2.4 Capital Accounts. Individual Capital Accounts must be maintained for each <br /> Member,unless (a) there is only one Member of the Company and (b) the Company is <br /> exempt according to applicable tax laws. Capital Accounts must be maintained in <br /> accordance with all applicable tax laws. <br /> 2.5 Interest. No interest will be paid by the Company or otherwise on Capital <br /> Contributions or on the balance of a Member's Capital Account. <br /> 2.6 Limited Liability; No Authority.A Member will not be bound by, or be <br /> personally liable for, the expenses, liabilities, debts,contracts, or obligations of the <br /> Company, except as otherwise provided in this Agreement or as required by the <br /> Colorado Limited Liability Company Act. Unless expressly provided in this Agreement, <br /> no Member, acting alone,has any authority to undertake or assume any obligation, <br /> debt, or responsibility, or otherwise act on behalf of, the Company or any other <br /> Member. <br /> ARTICLE 3: ALLOCATIONS AND DISTRIBUTIONS <br /> 3.1 Allocations. Unless otherwise agreed to by the unanimous consent of the <br /> Members any income, gain, loss, deduction, or credit of the Company will be allocated <br /> for accounting and tax purposes on a pro rata basis in proportion to the respective <br /> Percentage Interest held by each Member and in compliance with applicable tax laws. <br /> 3.2 Distributions. The Company will have the right to make distributions of <br /> cash and property to the Members on a pro rata basis in proportion to the respective <br /> Percentage Interest held by each Member. The timing and amount of distributions will <br /> be determined by the Members in accordance with the Colorado Limited Liability <br /> Company Act. <br /> 3.3 Limitations on Distributions. The Company must not make a distribution <br /> to a Member if, after giving effect to the distribution: <br /> A. The Company would be unable to pay its debts as they become due in the <br /> usual course of business; or <br /> -4- <br />