(b) if the company desires to issue additional units pursuant to (a) above, the company hereby grants to the members the right of first refusal to purchase a pro rata share (equaling the member's respective sharing ratio on the day before such additional units are to be issued) of the additional units which the company proposes to issue. if the company proposes to issue such additional units, it shall give the members written notice of its intention, describing the price and terms upon which the company proposes to issue the units. each member shall have 15 days from the date such notice is sent by the company to agree to purchase the portion of the additional units issued which it is entitled to purchase for the price and upon the terms so specified in the notice. such notice shall be in writing and shall specify the quantity of additional units to be purchased. if any member fails to exercise the right of first refusal within the 15-day period, the company shall have the right thereafter to sell or issue those additional units upon terms no more favorable to the purchasers of the additional units than specified in the company's notice to members.
3.3 return of capital contributions. capital contributions shall be expended in furtherance of the business of the company. all costs and expenses of the company shall be paid from its funds. no interest shall be paid on capital contributions. no manager shall have any personal liability for the repayment of any capital contribution to a member.
3.4 loans.
(a) the company may borrow additional capital from any source, including any member. no member shall be obligated to make a loan to the company.
(b) if from time to time in the reasonable judgment of the management committee the company requires additional capital for any purpose related to the business of the company, the management committee is authorized to cause the company to borrow such capital, on terms and conditions as approved by the management committee. if the management committee decides to borrow such capital from a member (the 'loan amount), each member shall be given the opportunity, but shall not be obligated, to loan its share of the loan amount to the company. a member's share of the loan amount shall be the loan amount multiplied by the member's sharing ratio. the loans shall be made within 10 days after request by the management committee to the members. such request shall be in writing and shall specify the amount of the loan amount. if a member does not loan its share of the loan amount (the 'shortfall amount') and the other member does loan its share (a 'participating member'), the participating member shall have the right, exercisable within 10 days after notice, to loan the company the shortfall amount. the loans to the company by the participating members shall be unsecured, evidenced by promissory note of the company, shall accrue interest at a rate determined by the management committee, shall be payable on a pro rata basis solely from cash flow prior to any distributions to members, and shall not contain any default interest or penalty provisions.