(b) Unless otherwise provided in the operating agreement and except as
provided in section six hundred five of this chapter, the obligation of
a member to make a contribution or to return money or other property
paid or distributed in violation of this chapter may be compromised only
by consent of all the members. Notwithstanding the compromise, a
creditor of a limited liability company who extends credit in reliance
on the obligation of any member may enforce the original obligation to
the extent he or she reasonably relied on such obligation after the
member signed a writing which reflects the obligation and the creditor
extended credit before the compromise. A conditional obligation of a
member to make a contribution or return money or other property to a
limited liability company may not be enforced unless the conditions to
the obligation have been satisfied or waived as to or by such member.
Conditional obligations include contributions payable upon a
discretionary call of a limited liability company or a member prior to
the time the call occurs.
(c) The operating agreement may provide that the membership interest
of any member who fails to make any required contribution shall be
subject to specified consequences of such failure. Such consequences may
include, but are not limited to, reduction or elimination of the
defaulting member's interest, subordination of the defaulting member's
interest to that of nondefaulting members, a forced sale of the
defaulting member's interest, forfeiture of the defaulting member's
interest, the lending by the other members of the amount necessary to
meet the defaulting member's commitment, a fixing of the value of the
defaulting member's interest by appraisal or by formula and redemption
or sale of such member's interest at such value, or other consequences.