Discretionary Capital contributions; New Interests. If at any time or times the Management Committee determines that additional Capital Contributions are necessary or desirable to further the Company’s business purposes, it may request such additional Capital Contributions from current Members and/or other Persons, and in exchange for such Capital Contributions may admit new Members and/or issue to contributing Members and/or other Persons such interests in the Company (including Percentage Interests) as the Management Committee deems appropriate; and upon such admission or issuance, this Agreement and all Percentage Interests will be amended accordingly (with Percentage Interests of all Interest Holders not making the additional Capital Contributions being diluted proportionately) and such amendment will be effective without any further vote of the Members; provided; however, that the Company may not issue new interests to any Member or to any Person which is an Affiliate of any Member unless such issuance (i) is on terms no less favorable to the Company than would be obtained upon an arms’ length basis or (ii) is approved by all the initial Members. Such interests may have any rights, powers, preferences and duties allowed under the Act, including rights, powers, preferences and duties senior to existing Interests. Notwithstanding the preceding provisions of this Section 4.2, in the event that any new interests in the Company are proposed to be issued in exchange for cash or cash equivalents, the Management Committee shall cause each Member to receive twenty business days’ prior written notice of the terms and conditions of such issuance and each member shall have the right to purchase on such terms and conditions (exercisable by notice and appropriate payment delivered within ten business days of such Member’s receipt of notice of the issuance) a portion of such interest equal to such Member’s Percentage Interest multiplied by the aggregate amount of such new interest to be issued.
