IN THE
INFORMATION SET FORTH THEREIN, AND (II) IN ACCORDANCE WITH SECTIONS 3.4(F), 3.5
AND 9.1. 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 3.4(F), 3.5 OR 9.1 SHALL BE DEEMED TO AMEND THIS AGREEMENT, BUT SHALL
NOT REQUIRE THE APPROVAL OF THE MANAGER OR ANY MEMBER.
(C)
ONE OR MORE ADDITIONAL PERSONS MAY BE ADMITTED AS A MEMBER OF THE
COMPANY ONLY UPON (I) AN ISSUANCE OF UNITS PURSUANT TO SECTION 3.4(F) OR 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 MANAGER, TO BE BOUND BY ALL THE TERMS
AND CONDITIONS OF THIS AGREEMENT. UPON SUCH EXECUTION, THE COMPANY SHALL AMEND
EXHIBIT A AND SHALL AMEND THIS AGREEMENT AS THE MANAGER 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.
(D)
SUBJECT TO THE OTHER PROVISIONS OF THIS SECTION 3.1 AND
SECTION 8.2, EACH PERSON THAT HOLDS ONE OR MORE 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, IN WHICH CASE EXHIBIT A
SHALL BE AMENDED TO REFLECT THAT SUCH PERSON IS NO LONGER A MEMBER.
(E)
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 REPAYMENT OF ANY CAPITAL CONTRIBUTION OF ANY OTHER MEMBER OR
(III) ANY ACT OR OMISSION OF ANY OTHER MEMBER.
(F)
IF A FOUNDING MEMBER AND ONE OR MORE OF ITS TRANSFEREES (WHICH
HAVE THE RIGHTS AND POWERS OF A FOUNDING MEMBER UNDER SECTION 8.2(C)) HOLD
COMMON UNITS IN THE
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COMPANY AT THE SAME TIME, SUCH FOUNDING MEMBER AND TRANSFEREES SHALL DESIGNATE
ONE OF THEM TO ACT ON BEHALF OF ALL OF THEM AND VOTE ALL OF THEIR COMMON UNITS
WITH RESPECT TO ANY MATTER REQUIRING APPROVAL OF THE FOUNDING MEMBERS.
3.2
Meeting of Members.
(A)
ANNUAL MEETING. SUBJECT TO SECTION 3.2(G), AN ANNUAL MEETING OF
MEMBERS SHALL BE HELD ON SUCH DATE AND AT SUCH TIME AS (I) SHALL BE DESIGNATED
FROM TIME TO TIME BY THE MANAGER, BUT NO LESS OFTEN THAN ONCE DURING EACH
CALENDAR YEAR, AND (II) STATED IN THE NOTICE OF THE MEETING, AT WHICH MEETING
THE MEMBERS ENTITLED TO VOTE SHALL TRANSACT SUCH BUSINESS AS MAY PROPERLY BE
BROUGHT BEFORE THE MEETING. AT EACH ANNUAL MEETING