(II) IN ACCORDANCE WITH SECTION 5.4.
ANY AMENDMENT OR REVISION TO EXHIBIT A OR
TO THE COMPANY'S RECORDS AS CONTEMPLATED BY THIS AGREEMENT TO REFLECT
INFORMATION REGARDING MEMBERS OR UNDER SECTION 5.4 SHALL BE DEEMED TO AMEND THIS
AGREEMENT, BUT SHALL NOT REQUIRE THE APPROVAL OF THE BOARD OR ANY MEMBER (AND
SECTION 10.2 SHALL NOT APPLY TO ANY SUCH AMENDMENT).
THE COMPANY SHALL SEND TO
EACH MEMBER A COPY OF EXHIBIT A EACH TIME IT IS AMENDED PURSUANT TO THIS
SECTION 3.1.
(B)
ONE OR MORE ADDITIONAL PERSONS MAY BE ADMITTED AS A MEMBER OF THE
COMPANY ONLY UPON (I) AN ISSUANCE OF UNITS PURSUANT TO SECTION 3.5 OR A TRANSFER
OF UNITS PURSUANT TO ARTICLE 8, AND (II) THE EXECUTION AND DELIVERY BY SUCH
PERSON OF A COUNTERPART TO THIS AGREEMENT OR OTHER WRITTEN AGREEMENT, IN A FORM
SATISFACTORY TO THE BOARD, TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
UPON SUCH EXECUTION AND COMPLIANCE WITH THE OTHER PROVISIONS HEREOF,
THE COMPANY SHALL AMEND EXHIBIT A AND SHALL AMEND THIS AGREEMENT AS THE BOARD
MAY REASONABLY DETERMINE IS NECESSARY, TO REFLECT THE ADMISSION OF SUCH PERSON
AS A MEMBER AND SUCH OTHER INFORMATION OF SUCH PERSON AS INDICATED IN
EXHIBIT A.
UNLESS ADMITTED TO THE COMPANY AS A MEMBER AS PROVIDED IN THIS
SECTION 3.1 OR SECTION 8.2, NO PERSON IS, OR WILL BE CONSIDERED TO BE, A MEMBER.
(C)
SUBJECT TO THE OTHER PROVISIONS OF THIS SECTION 3.1 AND
SECTION 8.2, EACH PERSON THAT RECEIVES UNITS IN COMPLIANCE WITH THE TERMS OF
THIS AGREEMENT SHALL BE A MEMBER.
A MEMBER WILL CEASE TO BE A MEMBER WHEN SUCH
PERSON CEASES TO OWN ANY UNITS IN THE COMPANY OR AS OTHERWISE PROVIDED BY
APPLICABLE LAW OR HEREIN, IN WHICH CASE EXHIBIT A SHALL BE AMENDED TO REFLECT
THAT SUCH PERSON IS NO LONGER A MEMBER.
(D)
EXCEPT AS PROVIDED IN THE LLC ACT, IN NO EVENT SHALL ANY MEMBER
(OR ANY FORMER MEMBER), BY REASON OF ITS STATUS AS A MEMBER (OR FORMER MEMBER),
HAVE ANY LIABILITY FOR (I) THE DEBTS, DUTIES OR ANY OTHER OBLIGATIONS OF THE
COMPANY, (II) THE MAKING OR REPAYMENT OF ANY CAPITAL CONTRIBUTION OF ANY OTHER
MEMBER OR (III) ANY ACT OR OMISSION OF ANY OTHER MEMBER.
(E)
IF A FOUNDING MEMBER AND ONE OR MORE OF ITS PERMITTED TRANSFEREES
HOLD UNITS AT THE SAME TIME, SUCH FOUNDING MEMBER AND PERMITTED TRANSFEREES
SHALL DESIGNATE ONE OF THEM TO ACT ON BEHALF OF ALL OF THEM AND VOTE ALL OF
THEIR UNITS WITH RESPECT TO ANY MATTER REQUIRING A MAJORITY MEMBER VOTE.
A
PERSON THAT IS A FOUNDING MEMBER SHALL REMAIN A
13
FOUNDING MEMBER SO LONG AS SUCH PERSON OWNS ANY UNITS.
IF A PERSON THAT IS A
FOUNDING MEMBER TRANSFERS ALL OF ITS UNITS SUCH PERSON SHALL CEASE TO BE A
FOUNDING MEMBER HEREUNDER AND SHALL BE REPLACED AS SUCH FOUNDING MEMBER
HEREUNDER BY A PERMITTED TRANSFEREE (IF THERE IS ONE) OF SUCH PERSON DESIGNATED
BY THE