THE TIME SUCH PERSON EXECUTES THIS AGREEMENT AND THE CONFIDENTIALITY
AGREEMENT OR A COUNTERPART OF THIS AGREEMENT AND THE CONFIDENTIALITY AGREEMENT
AND SUCH TRANSFER IS GIVEN EFFECT UNDER ARTICLE 4.
8.2.
ACCEPTANCE OF PRIOR ACTS.
ANY PERSON WHO BECOMES AN ADDITIONAL
MEMBER, ACCEPTS, RATIFIES AND AGREES TO BE BOUND BY ALL ACTIONS DULY TAKEN
PURSUANT TO THE TERMS AND PROVISIONS OF THIS AGREEMENT BY THE OPERATING COMPANY
PRIOR TO THE DATE IT BECAME AN ADDITIONAL MEMBER AND, WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, SPECIFICALLY RATIFIES AND APPROVES ALL AGREEMENTS
AND OTHER INSTRUMENTS AS MAY HAVE BEEN EXECUTED AND DELIVERED ON BEHALF OF THE
OPERATING COMPANY PRIOR TO SAID DATE AND WHICH ARE IN FORCE AND EFFECT ON SAID
DATE.
ARTICLE 9
CAPITAL CONTRIBUTIONS AND
CAPITAL ACCOUNTS
9.1.
CAPITAL CONTRIBUTIONS.
9.1.1
INITIAL CAPITAL CONTRIBUTIONS.
AT THE CONTRIBUTION CLOSING, THE
INITIAL MEMBERS CONTRIBUTED CAPITAL, OR MADE A COMMITMENT TO CONTRIBUTE CAPITAL,
TO THE OPERATING COMPANY IN THE FORM AND AMOUNT REQUIRED UNDER THE CONTRIBUTION
AND FORMATION AGREEMENT.
IN EXCHANGE FOR SUCH CAPITAL CONTRIBUTIONS AND THE
COMMITMENT OF EACH INITIAL MEMBER TO MAKE ALL FUTURE CAPITAL CONTRIBUTIONS
REQUIRED UNDER THE CONTRIBUTION AND FORMATION AGREEMENT (EACH AN "INITIAL
CAPITAL CONTRIBUTION"), THE OPERATING COMPANY ISSUED MEMBERSHIP UNITS TO THE
INITIAL MEMBERS AT THE CONTRIBUTION CLOSING IN THE AMOUNTS SET FORTH ON
SCHEDULE 9.1.1, HEREOF.
ADDITIONAL INITIAL CAPITAL CONTRIBUTIONS BY AN INITIAL
MEMBER IN ACCORDANCE WITH THE CONTRIBUTION AND FORMATION AGREEMENT SHALL NOT
RESULT IN THE ISSUANCE OF ANY ADDITIONAL MEMBERSHIP UNITS OR ANY MODIFICATION TO
THE PERCENTAGE INTEREST OF EACH INITIAL MEMBER SET FORTH ON SCHEDULE 9.1.1,
PROVIDED, HOWEVER, THE CONTRIBUTING INITIAL MEMBER'S BASIS IN THE MEMBERSHIP
UNITS ISSUED TO SUCH INITIAL MEMBER AT THE INITIAL CONTRIBUTION CLOSING SHALL BE
INCREASED BY THE VALUE OF SUCH FUTURE INITIAL CAPITAL CONTRIBUTIONS.
THE
MEMBERS SHALL ADOPT A REVISED SCHEDULE 9.1.1 REFLECTING THE THEN CURRENT
PERCENTAGE INTERESTS OF THE MEMBERS UPON THE OCCURRENCE OF EITHER OF THE
FOLLOWING: (A) THE ADMISSION OF AN ADDITIONAL MEMBER PURSUANT TO SECTION 8.1; OR
(B) CONTRIBUTION OF ADDITIONAL CAPITAL PURSUANT TO SECTION 9.1.2.
9.1.2
ADDITIONAL CAPITAL CONTRIBUTIONS.
OTHER THAN AS SET FORTH IN THIS
AGREEMENT OR THE CONTRIBUTION AND FORMATION AGREEMENT, NO MEMBER MAY MAKE
ADDITIONAL CAPITAL CONTRIBUTIONS TO THE OPERATING COMPANY WITHOUT THE APPROVAL
OF THE MANAGEMENT COMPANY.
IF THE MANAGEMENT COMPANY DETERMINES THAT THE
OPERATING COMPANY REQUIRES ADDITIONAL CAPITAL ("ADDITIONAL CAPITAL"), EACH
MEMBER SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) TO CONTRIBUTE ITS SHARE OF
SUCH ADDITIONAL CAPITAL.
FOR SUCH PURPOSES, EACH MEMBER'S SHARE OF ADDITIONAL
CAPITAL EQUALS THE PERCENTAGE DETERMINED BY DIVIDING THE MEMBER'S CAPITAL
CONTRIBUTIONS BY THE TOTAL CAPITAL CONTRIBUTIONS OF ALL THE MEMBERS AS OF SUCH
TIME.
IF, WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT FROM THE MANAGEMENT COMPANY
OF A NOTICE SPECIFYING THE
22
AMOUNT OF ADDITIONAL CAPITAL SO REQUIRED, A MEMBER FAILS TO CONTRIBUTE ITS SHARE
OF SUCH ADDITIONAL CAPITAL, THEN THE OTHER MEMBERS SHALL HAVE THE RIGHT TO
CONTRIBUTE THEIR PORTION OF THE UNCONTRIBUTED ADDITIONAL CAPITAL AS MEASURED BY
THE RATIO OF