enforceable. This Section 3.4 is expressly subject to the Member's obligation to defend, indemnify, and hold harmless as provided in Section 12.1.
3.5 REPURCHASE
(a) Subject to the provisions of the Bylaws, the Board reserves the right to terminate any membership for any reason it deems is in the best interest of the Club, by paying to the Member the then current Membership Initiation amount. This right of repurchase and buy-out may be exercised with or without the Member's permission, even if the Member is in good standing and has paid all outstanding dues and charges. (b) If the Board elects to repurchase the membership of a Member who has outstanding dues or charges, the Club shall have the right to offset such dues or charges against the amount to be paid to say Member. (a) Requests for upgrades in a Member's membership category, privileges or charges must be made in writing. The Manager or the Board shall have the absolute right to approve or disapprove such a request. Approval may be subject to conditions, including payment of applicable increases in Membership Initiation and dues and the availability of a Membership in the requested category. (b) Members shall be permitted to downgrade their membership category upon written request to the Club. The Manager or the Board shall have the absolute right to approve or disapprove such a request. Approval may be subject to conditions, including the availability of a Membership in the requested category. With regard to any claim or dispute regarding the ownership of a membership, the Board shall be entitled to rely on the membership application and may confirm ownership of that membership in the name of the person listed as the Primary Member on the application. The Board will not become involved in any domestic or other dispute concerning ownership or issuance of a membership and shall not have any liability or responsibility for the resolution of such disputes. This Section 3.7 is expressly subject to the Member's obligation to defend, indemnify, and hold harmless as provided in Section 12.1.
3.6 UPGRADES / DOWNGRADES IN MEMBERSHIP STATUS
3.7 DISPUTES
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