DELAWARE IN ACCORDANCE WITH THE PROVISIONS OF THE ACT.
THE OFFICERS SHALL TAKE ANY AND ALL OTHER ACTIONS REASONABLY NECESSARY TO
PERFECT AND MAINTAIN THE STATUS OF THE COMPANY UNDER THE LAWS OF THE STATE OF
DELAWARE.
THE BOARD OF MANAGERS SHALL CAUSE AMENDMENTS TO THE CERTIFICATE TO BE
FILED WHENEVER REQUIRED BY THE ACT.
SUCH AMENDMENTS SHALL BE EXECUTED BY ANY
OFFICER.
(B)
THE MEMBERS HEREBY RATIFY AND ADOPT THE CERTIFICATE FILED WITH THE
SECRETARY OF STATE OF THE STATE OF DELAWARE AND ALL ACTIONS TAKEN BY TIMOTHY D.
KINCAID IN CONNECTION WITH THE PREPARATION AND FILING OF THE CERTIFICATE.
ANY
OFFICER MAY EXECUTE AND FILE SUCH FORMS OR CERTIFICATES AND MAY TAKE ANY AND ALL
OTHER ACTIONS AS MAY BE REASONABLY NECESSARY TO PERFECT AND MAINTAIN THE STATUS
OF THE COMPANY UNDER THE LAWS OF ANY OTHER STATES OR JURISDICTIONS IN WHICH THE
COMPANY ENGAGES IN BUSINESS.
(C)
THE REGISTERED AGENT FOR SERVICE OF PROCESS ON THE COMPANY IN THE
STATE OF DELAWARE, AND THE ADDRESS OF SUCH AGENT, SHALL INITIALLY BE THE
CORPORATION TRUST COMPANY, 1209 ORANGE STREET, WILMINGTON, DELAWARE 19801. THE
MEMBERS MAY CHANGE THE REGISTERED AGENT AND APPOINT SUCCESSOR REGISTERED AGENTS.
(D)
UPON THE DISSOLUTION OF THE COMPANY, BUT SUBJECT TO THE ELECTION
BY THE
9
REMAINING CLASS A MEMBERS TO CONTINUE THE BUSINESS OF THE COMPANY PURSUANT TO
SECTION 10.1, THE MANAGERS (OR, IN THE EVENT THERE ARE NO MANAGERS, THE PERSON
RESPONSIBLE FOR THE WINDING UP AND DISSOLUTION OF THE COMPANY PURSUANT TO
ARTICLE X HEREOF), SHALL EXECUTE AND CAUSE TO BE FILED ARTICLES OF DISSOLUTION
IN ACCORDANCE WITH THE ACT AND THE LAWS OF ANY OTHER STATES OR JURISDICTIONS IN
WHICH THE COMPANY HAS REGISTERED TO TRANSACT BUSINESS OR OTHERWISE FILED
ARTICLES.
ARTICLE III
CLASSES OF MEMBERS AND INTERESTS;
ADDITIONAL FINANCING AND CONTRIBUTIONS
3.1
CLASSES OF MEMBERS AND INTERESTS.
THE COMPANY SHALL ISSUE TWO
(2) TYPES OF OWNERSHIP INTERESTS:
CLASS A INTERESTS AND CLASS B INTERESTS, EACH
WITH SUCH RIGHTS, PREFERENCES AND OBLIGATIONS AS SET FORTH IN THIS AGREEMENT.
THE NAME, ADDRESS, TAXPAYER IDENTIFICATION NUMBER, CAPITAL CONTRIBUTIONS AND
CLASS A PERCENTAGE INTEREST OR CLASS B PERCENTAGE INTEREST, AS APPLICABLE, OF
THE MEMBERS ARE SET FORTH ON SCHEDULE I HERETO.
THE MEMBERS SHALL UPDATE
SCHEDULE I FROM TIME TO TIME TO REFLECT ANY CHANGES TO THE INFORMATION SET FORTH
THEREIN.
3.2
ADDITIONAL CAPITAL OR FINANCING.
THE SUMS OF MONEY REQUIRED TO
FINANCE THE BUSINESS AND AFFAIRS OF THE COMPANY SHALL BE DERIVED FROM THE
CAPITAL CONTRIBUTIONS, FROM FUNDS GENERATED FROM THE OPERATION AND THE BUSINESS
OF THE COMPANY AND FROM INDEBTEDNESS.
3.3
ADDITIONAL CAPITAL CONTRIBUTIONS.
NO ADDITIONAL CAPITAL
CONTRIBUTIONS SHALL BE PERMITTED OR REQUIRED BY ANY MEMBER.
3.4
OTHER MATTERS.
(A)
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NO MEMBER SHALL
DEMAND OR RECEIVE A RETURN OF ITS CAPITAL CONTRIBUTIONS FROM THE COMPANY WITHOUT
THE CONSENT OF THE BOARD OF MANAGERS.
UNDER CIRCUMSTANCES REQUIRING A RETURN OF
ANY CAPITAL CONTRIBUTIONS, NO MEMBER SHALL HAVE THE RIGHT TO RECEIVE PROPERTY
OTHER THAN CASH.