ARTICLE 13. Additional Capital. In the event the Members shall
unanimously determine in good faith that, in addition to the Capital
Contributions of the Members hereunder, further funds are required for the
proper operations of the Company (including without limitation, any funds needed
for working capital, any operating deficit or the purchase, lease, acquisition,
expansion or construction of additional Company property), such additional
capital shall be obtained from the Members in proportion to their LLC Interests
or in such other proportion, and upon such terms and conditions, as they shall
otherwise agree.
ARTICLE 14. Property Sale Events; Dissolution and Liquidation.
(a) As used herein, a "Property Sale" shall mean (i) the
merger or consolidation of any entity owned by the Company with or into any
other entity (other than a transaction in which the Company continues to own a
controlling interest in the surviving entity of such transaction), (ii) the sale
or transfer by the Company of all or substantially all of its assets and
properties to an unrelated third party in a bona fide transaction or (iii) the
sale or transfer by the Company of all or substantially all of its interest in
any entity owned by it to an unrelated third party in a bona fide transaction.
(b) All of the terms and provisions of any and each Property
Sale, including the consideration thereof and all matters relating thereto
(including the form, terms and provisions of all Property Sale documents,
agreements and instruments (the "Property Sale Documents")), shall be made by
the Manager, subject to the unanimous prior written consent of the Members
(which shall not be unreasonably withheld). Each Member agrees to execute and
deliver any and all Property Sale Documents, and, to the extent required
thereunder, to be jointly and severally liable with the other Members
thereunder, as shall be requested by the Manager, provided that such request
shall be made of all Members and provided further, however, that,
notwithstanding the terms of any Property Sale Document (or the failure of any
Member to execute and deliver the same), as among the Members, any liability or
obligation arising under or in respect of such Property Sale Document shall be
allocated among the Members in the proportion of their respective LLC Interests.
(c) All amounts paid or payable to the Company in connection
with any Property Sale (the "Sale Proceeds") shall be applied and allocated as
follows:
(i) first, to the payment of all costs and expenses
incurred by the Company in connection with the Property Sale;
(ii) second, to the payment of all indebtedness and
liabilities of the Company (including the establishment of such reserves as the
Manager shall deem necessary or appropriate in respect of any anticipated or
contingent liabilities arising from or relating to the Property Sale);
(iii) third, to the Members in proportion to their
respective Capital Accounts; and
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