Common use of Defaulting Members Clause in Contracts

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any other Member (the “Default Date”) that such payment is overdue, each of the other Members, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ election to pursue any one of such remedies shall not be deemed to preclude such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that the Company shall have the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Company.

Defaulting Members. (a) Upon the failure of any Member (a “"Defaulting Member”") to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any the other Member (the “Default Date”) that such payment is overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, Company if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iiiii) upon thirty (30) days’ days written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ Member's election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and; (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that and (iii) the Company shall have not make new Investments after the right, but not Default Date until the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Companydefault is cured.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment the Drawdown within ten (10) the 10 calendar days after written notice from any other Member the Due Date (the “Default Date”) that such payment is overdue), each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) cause the Defaulting Member to (A) not share in any Profits or related net proceeds realized by the Company on any disposition of an Investment occurring after the Default Date (regardless of when the Investment was made) and (B) continue to share in any Losses realized by the Company on any disposition of an Investment in which the Defaulting Member participated, in each case until such time as the Defaulting Member funds the unpaid portion of the Drawdown; (ii) collect such unpaid portion of the Drawdown (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon thirty (30) 30 days’ written notice (which period may shall commence during on the ten-day notice period provided above), Due Date) and provided that the overdue Drawdown payment has not been mademade and no legal action for collection is pending, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ election to pursue any one terms of such remedies shall not be deemed to preclude such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequentlythis Agreement. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) , a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, except that the Company any distributions to which a Member otherwise would be entitled shall have the right, but not the obligation, be applied to apply cure any such distributions towards the amount otherwise payable by the Defaulting Member to the Companydefault.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any other Member (the “Default Date”) that such payment is overdue, each of the other Members, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iiiii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, either (x) dissolve and wind down the Company in accordance with Article 8, or (y) in the event the defaulting Member is West, Solar may acquire West’s membership interest in the Company at the then current Value (and be required to assume West’s remaining Capital Commitment). Except as set forth below, the non-defaulting Members’ Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that the Company shall have the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Company.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days Business Days after written notice from any other Member that such payment is overdue (the “Default Date”) that such payment is overdue), each of the any other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, with respect to sub-clauses (i) and at the Company’s expense(ii), or directly, with respect to sub-clauses (iii) and (iv), if such failure has not been cured in full within such ten-day ten (10) Business Day period: (i) seek to collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call upon ten (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii10) upon thirty (30) daysBusiness Days’ written notice to the other Members (which period may commence during the ten-day ten (10) Business Day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8; (iii) so long as it is not also a Defaulting Member, compel the Defaulting Member to sell or transfer the Defaulting Member’s Entire Interest and all of such Defaulting Member’s Subordinated Notes at the price and in accordance with the procedures set forth in Section 8.3(e); and (iv) so long as it is not also a Defaulting Member, fund all or any portion of the defaulted amount on behalf of the Defaulting Member with notice to the Administrative Agent and the other Members; provided, that the Members hereby agree and acknowledge (A) that any amount so funded shall be treated as a loan to the Defaulting Member (a “Default Loan”) by the other Member (the “Loan Holder”), the proceeds of which are used by the Defaulting Member to make a Capital Contribution to the Company which, if in amount, may cure a related default by such Defaulting Member; (B) a Default Loan (together with all reasonable and documented costs and expenses incurred by the Loan Holder in connection making such Default Loan, including reasonable legal fees and expenses, which shall be added to the principal of any Default Loan if and when incurred) shall (I) bear interest from the date of such funding until repaid by the Defaulting Member at a rate equal to 10% per annum, compounded annually, (II) be pre-payable by the Defaulting Member at any time, and (III) be fully recourse to the Defaulting Member; (C) until such time that there is no outstanding balance owed under any Default Loan (including any accrued interest thereon), (x) any amounts that would otherwise be distributable to the Defaulting Member under Section 5.1 or Section 8.3(d) shall instead be distributed to the Loan Holder and (y) any purchase price payable to the Defaulting Member in connection with any sale of its interests in the Company shall first be paid to the Loan Holder and in each case of sub-clauses (x) and (y), as repayment of the Default Loan(s) until the repayment in full of such Default Loan(s) (and accrued interest thereon) proportionate to the amount of Default Loan(s) so extended by the Loan Holder to such Defaulting Member; and (D) any amounts distributed to the Loan Holder pursuant to the previous sentence shall be treated for all purposes of this Agreement and for U.S. federal, state and local income tax purposes as having been made by the Company to the Defaulting Member, notwithstanding the Company’s distribution of such amounts to the Loan Holder, and any amounts distributed or payable to the Loan Holder pursuant to the previous sentence shall reduce the amounts owed to the Loan Holder under the related Default Loan, first as to interest and then as to principal. Except as set forth belowin Section 3.3(b), the non-defaulting Members’ Defaulting Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary,: (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is curedcured and any such distributions to which such Defaulting Member would otherwise have been entitled if such default had not occurred shall be debited against the Capital Account of the Defaulting Member so as to reduce the remaining amount of the default; provided, however, that and (ii) the Company shall have not make new Investments after the right, but not Default Date until the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Companydefault is cured.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten the time period specified in the related Capital Call Notice (10the Business Day next succeeding the tenth (10th) days after written notice from any other Member (Business Day immediately following the expiration of such time period being the “Default Date”) that such payment is overduein accordance with Section 3.1(a), each of the other Membersnon-Defaulting Member, in its sole discretion, shall have the right right, without notice to the Defaulting Member, to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay contribute such unpaid portion to the Company, which amount shall be deemed a Temporary Advance and returned to the non-defaulting Member pursuant to Section 3.2 hereof; (iii) charge interest on the unpaid balance of any overdue Capital Commitment at a rate equal to the Default Rate, from the date such balance was due and payable through the date full payment for such Capital Commitment is actually made; and/or (iv) exercise all rights of a secured creditor at law or in equity, including the right to sell all of the interest in the Company held by the Defaulting Member to the Company or another Person (including, without limitation, an existing Member) at a price equal to the Capital Account of the Defaulting Member adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 9.4 (and be required to assume the Defaulting Member’s unpaid portion remaining Capital Commitment), with the proceeds from such sale to be applied in the following order: first, to the payment of the capital call (andexpenses of the sale; second, upon such paymentto the payment of the expenses of the Company resulting from the default, a corresponding portion including court costs and penalties, if any, and reasonable attorneys’ fees and costs; third, to the payment of all amounts due from the Defaulting Member to the Company, including the amount of the Defaulting Member’s Capital Contribution required pursuant to the related Capital Call Notice and interest in due thereon pursuant to Section 3.3(a)(iii); fourth, to the Defaulting Member, an amount up to fifty percent (50%) of the amount the Defaulting Member previously contributed to the Company shall be transferred less any distributions previously made to such the Defaulting Member); and (iii) upon thirty (30) days’ written notice (which period may commence during and thereafter, any remainder to the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Company; Except as set forth below, the non-defaulting Members’ Defaulting Member’s election to pursue any one of such remedies shall not be deemed to preclude the Company or such Members non-Defaulting Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. For the avoidance of doubt, if applicable, a Member shall not be deemed to be a Defaulting Member until the resolution of any dispute as to whether the Member failed to pay in full any portion of such Member’s Capital Commitment within the time period specified in the related Capital Call Notice in accordance with Section 3.1(a). (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and; (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; (iii) a default may be cured by a Defaulting Member within ten days by contribution to the Company of an amount equal to the sum of the unpaid balance of any overdue Capital Commitment plus interest accrued therein at the Default Rate; provided, however, that and (iv) the Company shall have not make new Investments after the rightDefault Date until the default is cured, but not the obligation, except as permitted pursuant to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Companyclauses (ii) through (viii) of Valid Company Purposes.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any the other Member (the “Default Date”) that such payment is overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, Company if such failure has not been cured in full within such ten-ten (10) day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay have to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon collect such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member)portion; and (iiiii) upon thirty (30) days’ written notice (which period may commence during the ten-day ten (10)-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and; (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is curedcured and any such distributions to which such Defaulting Member would otherwise have been entitled if such default had not occurred shall be debited against the Capital Account of the Defaulting Member so as to reduce the remaining amount of the default; provided, however, that and (iii) the Company shall have not make new Investments after the right, but not Default Date until the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Companydefault is cured.

Defaulting Members. (a) Upon If at any time a Member shall fail to make a required Capital Contribution to the failure of any Member Company when due under a Funding Notice (a “Defaulting Member”), then the Managing Member, in its reasonable discretion, may subject such Defaulting Member to certain adverse consequences, including, but not limited to: (i) to pay in full any portion interest accruing on the amount of such default and any costs of collection associated therewith commencing on the date such Capital Contribution was due at the lesser of (A) the rate of twenty percent (20%) per annum and (B) the maximum rate permitted by applicable law (such default amount, together with any associated collection costs, including legal fees and expenses, plus any other liability or obligation incurred by the Company in connection with such default (but specifically excluding punitive and consequential damages) plus interest being the “Default Amount”); and (ii) causing distributions that would otherwise be made to the Defaulting Member to be credited against the Default Amount in a manner to be determined by the Managing Member. In addition, while any of the Default Amount remains outstanding, the Defaulting Member shall forfeit its right to vote on matters on which such Defaulting Member would otherwise be entitled to vote. (b) If a Defaulting Member shall fail to make a required Capital Contribution as and when due and, such failure continues for a period of three (3) Business Days following notice of such default, then the Managing Member, in its reasonable discretion, also shall be entitled, but not required, to (i) reduce the Defaulting Member’s Capital Commitment within ten (10) days after written notice from Account without taking into account any other Member (increase or decrease in the “Default Date”) that such payment is overdue, each of the other Members, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf value of the Company, in an amount up to fifty percent (50%) of the Capital Account of such Defaulting Member, which amount (A) shall be allocated to the other non-Defaulting Members pro rata in accordance with their relative Sharing Percentages (as determined with regard to the applicable Funding Notices), and at (B) shall increase the amount to which such non-Defaulting Members are entitled pursuant to Section 6.1 hereof and upon liquidation of the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding reduce all or any portion of the Defaulting Member’s interest Sharing Percentages, as determined in the Company reasonable discretion of the Managing Member, which reduced portion of Sharing Percentages shall be transferred increase the Sharing Percentages of the non-Defaulting Members pro rata in accordance with their relative Sharing Percentages (as determined with regard to such Memberthe applicable Funding Notices); and , and/or (iii) upon thirty (30) days’ written notice transfer such Defaulting Member’s Interest to any Person (which period Persons may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting be third parties or Members’ election ) at a price equal to pursue any one fifty percent (50%) of such remedies shall not be deemed to preclude Defaulting Member’s Capital Account or such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequentlyprice determined by the Managing Member in its reasonable discretion. (bc) Notwithstanding Each Member hereby consents to the application to it of the remedies provided in this Section 3.3 as specified penalties or consequences permitted by the Act. No right, power or remedy conferred upon the Managing Member in this Section 3.3 shall be exclusive, and each such right, power or remedy shall be cumulative and in addition to every other right, power or remedy whether conferred in this Section 3.3 or now or hereafter available at law or in equity or by statute or otherwise, all of which are retained. No course of dealing between the Managing Member and any provision Defaulting Member and no delay in exercising any right, power or remedy conferred in this Section 3.3 or now or hereafter existing at law or in equity or by statute or otherwise shall operate as a waiver or otherwise prejudice any such right, power or remedy. The provisions of this Agreement Section 3.3 are not intended to be for the contrary, benefit of any creditor or other Person (iother than a Member) a Defaulting Member shall remain fully liable to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the creditors Company or any of the Company to the extent provided Members; and no such creditor or other Person shall obtain any right under any such provision or by law as if reason of any such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; providedliability, however, that obligation or otherwise against the Company shall have or any of the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the CompanyMembers.

Defaulting Members. (a) (x) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any the other Member (the “Default Date”) that such payment is overdue, each the other Member (so long as it is not a Defaulting Member) (a “Non-Defaulting Member”), in its sole discretion, shall have the right to pursue one or more of the other following remedies on behalf of the Company if such failure has not been cured in full within such ten-day period; provided, that, in the case of CGMSF, CGMSF shall be considered a “Defaulting Member” for purposes of this Agreement automatically if CGMSF fails to make such payment within ten (10) days following the date upon which such payment was due by all Members, and the “Default Date” for CGMSF shall be considered the 11th day following the date upon which such payment was due, or (y) on the date that a Member becomes a Pledge Defaulting Member (the “Pledge Default Date”), the Pledge Non-Defaulting Member, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice to the Defaulting Member or the Pledge Defaulting Member, as applicable (which period may commence during the ten-ten (10) day notice period provided aboveabove in the case of the Defaulting Member), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 89 as long as such action is not prohibited by Section 9.2(b); and (iii) upon thirty (30) days’ written notice to the Defaulting Member or the Pledge Defaulting Member, as applicable (which period may commence during the ten (10) day notice period provided above in the case of the Defaulting Member) and if such failure has not been cured in full within such thirty (30) day period, compel the Defaulting Member or the Pledge Defaulting Member, as applicable, to sell or transfer all or a portion of its Membership Interest in whole or in part subject to the following: (A) If the other Member notifies the Defaulting Member or the Pledge Defaulting Member, as applicable, to sell or transfer all or a part of its Membership Interest, such Defaulting Member or Pledge Defaulting Member, as applicable, shall do so within sixty (60) days after the expiration of such thirty (30) day period. (B) Upon any failure of the Defaulting Member or the Pledge Defaulting Member, as applicable, under any circumstances, to sell or transfer all of its Membership Interests that are required to be sold within such sixty (60) day period, the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, may purchase such Membership Interest or sell or transfer such Membership Interest to a third party or, subject to applicable law, to an Affiliate of a Member or the Company. The price for such sale or transfer shall be the lower of (x) the cost of such Membership Interests, and (y) the fair market value of such Membership Interests, as determined by an investment bank selected by the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, for a hypothetical sale of such Membership Interest to an unaffiliated third party willing to purchase such Membership Interest within a ninety (90) day time period; provided, however, that if no such buyer is found within such ninety (90) day period to purchase the Membership Interest of the Defaulting Member or the Pledge Defaulting Member, as applicable, at such price or a higher price, then the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, may direct the sale or transfer of the Membership Interest of the Defaulting Member or the Pledge Defaulting Member, as applicable, at a price and subject to such terms and conditions as it deems commercially reasonable in its good faith judgment and sole discretion, which terms and conditions may include the acceptance by the Defaulting Member or the Pledge Defaulting Member, as applicable, of a promissory note issued by the purchaser thereof. (C) To the extent any amounts are owed by a Defaulting Member to a non-Defaulting Member or by a Pledge Defaulting Member to a Pledge Non-Defaulting Member, as applicable, with respect to a Default Loan, any purchase price that would otherwise be payable to the Defaulting Member or the Pledge Defaulting Member, as applicable, under this Section 4.3(a)(iii) shall instead first be paid to the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, pursuant to the terms of Section 4.3(b)(iii) hereof, until each such Default Loan (and any accrued interest thereon) has been repaid in full with the remainder of such purchase price, if any, payable to the Defaulting Member or the Pledge Defaulting Member, as applicable. Except as set forth below, the nonelection of the Non-defaulting Members’ election Defaulting Member or the Pledge Non-Defaulting Member, as applicable, to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law or a Pledge Defaulting Member, as if such default had not occurred; and (ii) a Defaulting Member applicable, shall not be entitled to distributions made after the Default Date or the Pledge Default Date, as applicable, until the default is cured; providedcured and any such distributions to which such Defaulting Member or Pledge Defaulting Member, howeveras applicable, that would otherwise have been entitled if such default had not occurred shall be debited against the Capital Account of the Defaulting Member or the Pledge Defaulting Member, as applicable, so as to reduce the remaining amount of the default; (ii) the Company shall have not make new Investments after the rightDefault Date or the Pledge Default Date, but not as applicable, until the obligationdefault is cured except as permitted pursuant to clauses (ii) through (vi) of Valid Company Purposes; and (iii) the Non-Defaulting Member, in its or their sole discretion, may fund all or any portion of the defaulted amount on behalf of the Defaulting Member with notice to apply the Board and to the other Members. The Members agree and acknowledge that any amount so funded by the Non-Defaulting Member shall be treated as a loan from the Non-Defaulting Member to the Defaulting Member (a “Default Loan”), the proceeds of which are used by the Defaulting Member to make a Capital Contribution to the Company which, if in a sufficient amount, may cure a related default by such distributions towards Defaulting Member. A Default Loan shall (A) bear interest from the amount otherwise date of such funding until repaid by the Defaulting Member or the Pledge Defaulting Member, as applicable, at a rate equal to 20% per annum, (B) be pre-payable by the Defaulting Member or the Pledge Defaulting Member, as applicable, at any time and (C) be fully recourse to the Defaulting Member or the Pledge Defaulting Member, as applicable. Until such time that there is no outstanding balance owed under any Default Loan (including any accrued interest thereon), (x) any amounts that would otherwise be distributable to the Defaulting Member or the Pledge Defaulting Member, as applicable, under Section 6.1(b) hereof shall instead be distributed to the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, and (y) any purchase price payable to the Defaulting Member or the Pledge Non-Defaulting Member, as applicable, in connection with any sale of its or their respective Membership Interests in the Company shall first be paid to the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, and in each case of (x) and (y), as repayment of the Default Loan(s) until the repayment in full of such Default Loan(s) (including any accrued interest thereon) proportionate to the amount of Default Loan(s) so extended by the Non-Defaulting Member to such Defaulting Member or by the Pledge Non-Defaulting Member to such Pledge Defaulting Member, as applicable. Any amounts distributed to the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, pursuant to the previous sentence shall be treated for all purposes of this Agreement and for U.S. federal, state and local income tax purposes as having been made by the Company to the Defaulting Member or the Pledge Defaulting Member, as applicable, notwithstanding the Company’s distribution of such amounts to the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, and any amounts distributed or payable to the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, pursuant to the previous sentence shall reduce the amounts owed to the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, under the related Default Loan, first as to interest and then as to principal. (iv) In the event that (I) the Collateral Agent calls capital from a Member pursuant to the Pledge Agreement, (II) one Member pays in full all of such capital call (the “Pledge Non-Defaulting Member”) and (III) the other Member either (x) fails to pay in full all or any portion of a concurrent call of capital by the Collateral Agent or (y) was not required by the Collateral Agent to make a concurrent Capital Contribution (in either case, a “Pledge Defaulting Member”), then at the sole election of the Pledge Non-Defaulting Member, the Pledge Agreement Shortfall Amount shall be treated as a Default Loan. Notwithstanding the foregoing: (A) if the Pledge Non-Defaulting Member does not elect to treat such called capital as a Default Loan within five (5) days of paying the Pledge Agreement Shortfall Amount, then additional Membership Interests in the Company will be issued to the Pledge Non-Defaulting Member such that each Member’s percentage ownership of the Company is equal to the aggregate Capital Contributions made by such Member divided by the aggregate Capital Contributions made by both Members; and (B) if the Pledge Non-Defaulting Member is Credit Partners, and Credit Partners does not elect to treat such called capital as a Default Loan within five (5) days of paying the Pledge Agreement Shortfall Amount, then: (1) (x) the interest earned on the Mezzanine Loan shall be added to the principal amount of such Mezzanine Loan (such principal, the “PIK Principal”), (y) notwithstanding the maturity date provided in the Mezzanine Loan Agreement, the Mezzanine Loan shall be payable on the date that is six (6) months after the Final Maturity Date under the LSA, and (z) at the election of Credit Partners, CGMSF will irrevocably cancel the PIK Principal and such cancellation will be deemed to be a Capital Contribution by CGMSF for all purposes hereunder (it being understood that CGMSF shall execute any and all documentation in connection with such deemed Capital Contribution). In the event the PIK Principal is canceled pursuant to this Section 4.3(b)(iv)(B), additional Membership Interests in the Company will be issued to CGMSF such that each Member’s percentage ownership of the Company is equal to the aggregate Capital Contributions made by such Member divided by the aggregate Capital Contributions made by both Members; (2) notwithstanding Section 7.2 hereof or any other provision in this Agreement to the contrary, Credit Partners shall have the right to elect, designate or appoint one (1) additional Board Member, upon notice to all Board Members; and (3) notwithstanding Section 7.4 hereof or any other provision in this Agreement to the contrary, (i) any act or decision done or made by the Board shall require the approval of a majority of Board Members and (ii) a quorum of the Board shall require at least four (4) Board Members as long as at least three (3) Board Members are present that were elected, designated or appointed by Credit Partners; provided that, without limiting Section 7.3 hereof, all Board Members shall be given notice of any meeting of the Board (including the agenda of such meeting which shall be prepared in good faith and with reasonable efforts to describe all actions to be taken by the Board at such meeting); and (4) notwithstanding Section 7.6 hereof or any other provision in this Agreement to the contrary, Credit Partners shall have the right to elect, designate or appoint one (1) additional Investment Committee Member, upon notice to all Investment Committee Members; and (5) notwithstanding Section 7.8 hereof or any other provision in this Agreement to the contrary, (i) any act or decision done or made by the Investment Committee shall require the approval of a majority of Investment Committee Members and (ii) a quorum of the Investment Committee shall require at least three (3) Investment Committee Members as long as at least two (2) Investment Committee Members are present that were elected, designated or appointed by Credit Partners provided that, without limiting Section 7.7 hereof, all Investment Committee Members shall be given notice of any meeting of the Investment Committee (including the agenda of such meeting, which shall be prepared in good faith and with reasonable efforts to describe all actions to be taken by the Board at such meeting).

Defaulting Members. (a) Upon If at any time a Member shall fail to make a required Capital Contribution to the failure of any Member Company when due under a Funding Notice (a “Defaulting Member”), a Majority Vote of Tier One Parallel Investment Vehicles, acting under the Voting Agreement, may subject such Defaulting Member to certain adverse consequences, including, but not limited to: (i) interest accruing on the amount of such default and any costs of collection associated therewith commencing on the date such Capital Contribution was due at the lesser of (A) the rate of twenty percent (20%) per annum and (B) the maximum rate permitted by applicable law (such default amount, together with any associated collection costs, including legal fees and expenses, plus any other liability or obligation incurred by the Company in connection with such default (but specifically excluding punitive and consequential damages) plus interest being the “Default Amount”); and (ii) causing distributions that would otherwise be made to pay the Defaulting Member to be credited against the Default Amount in full a manner to be determined pursuant to the Voting Agreement (which such determination shall be based on the determination of a Majority Vote of Tier One Parallel Investment Vehicles). In addition, while any of the Default Amount remains outstanding, the Defaulting Member shall forfeit its right to vote on matters on which such Defaulting Member or its representative(s) on the Board of Directors would otherwise be entitled to vote and if the Company is a Tier One Parallel Investment Vehicle, the Company shall forfeit such portion of its right to vote under the Voting Agreement attributable to such Defaulting Member’s Consortium Percentage Interest. (b) If a Defaulting Member shall fail to make a required Capital Contribution as and when due and, except in the case of a Capital Contribution called in connection with the consummation of the transactions contemplated by the Restructuring Proposal, such failure continues for a period of three (3) Business Days following notice of such default, the Tier One Parallel Investment Vehicles (acting in accordance with the Voting Agreement) also shall be entitled, but not required, to (i) reduce the Defaulting Member’s Capital Commitment within ten (10) days after written notice from Account without taking into account any other Member (increase or decrease in the “Default Date”) that such payment is overdue, each of the other Members, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf value of the Company, in an amount up to fifty percent (50%) of the Capital Account of such Defaulting Member, which amount (A) shall be allocated to the other non-Defaulting Members pro rata in accordance with their relative Company Percentage Interests (as determined with regard to the applicable Funding Notices), and at (B) shall increase the amount to which such non-Defaulting Members are entitled pursuant to Section 6.1 hereof and upon liquidation of the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding reduce all or any portion of the Defaulting Member’s interest in Invested Capital and/or Sharing Percentages, as determined pursuant to the Company Voting Agreement (which such determination shall be transferred based on the determination of a Majority Vote of Tier One Parallel Investment Vehicles), which reduced portion of Invested Capital and/or Sharing Percentages shall increase the Invested Capital and/or Sharing Percentages of the non-Defaulting Members pro rata in accordance with their relative Company Percentage Interests (as determined with regard to such Memberthe applicable Funding Notices); and , (iii) upon thirty (30) days’ written notice transfer such Defaulting Member’s Interest to any Person (which period Persons may commence during be third parties, Members or Parallel Vehicle Members) at a price equal to fifty percent (50%) of such Defaulting Member’s Capital Account or such other price determined pursuant to the ten-day notice period provided aboveVoting Agreement (which such determination shall be based on the determination of a Majority Vote of Tier One Parallel Investment Vehicles) (with any cash proceeds payable to the Defaulting Member pursuant to such transfer being applied pursuant to the decision made under the Voting Agreement (which such decision shall be based on the decision of a Majority Vote of Tier One Parallel Investment Vehicles) in full or partial satisfaction of such Defaulting Member’s outstanding Default Amount) and/or (iv) reduce all or any portion of the Defaulting Member’s Available Commitment, in each case as determined pursuant to the Voting Agreement (which such determination shall be based on the determination of a Majority Vote of Tier One Parallel Investment Vehicles). If all or any portion of a Defaulting Member’s Available Commitment is reduced pursuant to clause (iv) of this Section 3.6(b), and provided that a Majority Vote of Tier One Parallel Investment Vehicles, acting under the overdue payment has Voting Agreement, may offer any Person the right (x) to subscribe for such Defaulting Member’s reduced Available Commitment and, if such Person is not been madea Non-Managing Member, dissolve and wind down be admitted as a member of the Company in accordance with Article 8Sections 3.3(a) and 10.4 hereof or (y) to subscribe for an amount equal to such Defaulting Member’s reduced Available Commitment in a Parallel Investment Vehicle and, if such Person is not a Parallel Vehicle Member, be admitted as a member of such Parallel Investment Vehicle in accordance with the terms of the applicable Parallel Vehicle Agreement. Except as set forth belowThe Members agree that if a Parallel Vehicle Member elects to acquire a Defaulting Member’s Interest in accordance with this Section 3.6, the Managing Member may, in its discretion, offer to transfer a portion of the Investment to the Parallel Vehicle Member’s respective Parallel Investment Vehicle in lieu of such Parallel Vehicle Member acquiring an Interest in the Company. (c) A Majority Vote of Tier One Parallel Investment Vehicles, acting under the Voting Agreement, may require the non-defaulting Members’ election Defaulting Members to pursue any one of such remedies shall not be deemed to preclude such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement make Capital Contributions to the contrary, (i) Company to make up any shortfall in Capital Contributions resulting from the failure of a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is curedfund its required amount; provided, however, that no Member shall be obligated as a result thereof to contribute an amount in excess of such Member’s Available Commitment. If the non-Defaulting Members are required to make additional Capital Contributions pursuant to this Section 3.6(c), the Managing Member shall deliver to such Members an additional Funding Notice in accordance with Section 3.1(c) hereof. (d) Each Member hereby consents to the application to it of the remedies provided in this Section 3.6 as specified penalties or consequences permitted by the Act. No right, power or remedy conferred upon the Tier One Parallel Investment Vehicles (acting in accordance with the Voting Agreement) in this Section 3.6 shall be exclusive, and each such right, power or remedy shall be cumulative and in addition to every other right, power or remedy whether conferred in this Section 3.6 or now or hereafter available at law or in equity or by statute or otherwise, all of which are retained. No course of dealing between the Tier One Parallel Investment Vehicles or the Managing Member, in each case, acting in accordance with the Voting Agreement and any Defaulting Member and no delay in exercising any right, power or remedy conferred in this Section 3.6 or now or hereafter existing at law or in equity or by statute or otherwise shall operate as a waiver or otherwise prejudice any such right, power or remedy. The provisions of this Section 3.6 are not intended to be for the benefit of any creditor or other Person (other than a Member) to whom any debts, liabilities or obligations are owed by, or who otherwise has any claim against, the Company or any of the Members; and no such creditor or other Person shall have the right, but not the obligation, to apply obtain any right under any such distributions towards provision or by reason of any such liability, obligation or otherwise against the amount otherwise payable by Company or any of the Defaulting Member to the CompanyMembers.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten Contribution by the last day of the five-day (10or other longer) days after period specified in the written notice from the Administrative Agent (or any other Member Person with the power and authority to call Capital Contributions) pursuant to Section 3.02 and such failure is continuing on the second day following demand by the Administrative Agent for cure of such default (the “Default Date”) such that such payment is remains overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, Company if such failure has not been cured in full within such ten-day specified period: (i) collect Collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon Upon thirty (30) days’ written notice (which period may commence during the ten-day demand notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8XII; and (iii) Upon thirty (30) days’ written notice (which period may commence during the demand notice period provided above) and if such failure has not been cured in full within such thirty-day period, compel the Defaulting Member to transfer all of a portion of its interest in whole or in part subject to the following: (A) If the non-Defaulting Member notifies the Defaulting Member to transfer all of a part of its interest, such Defaulting Member shall do so within sixty (60) days after the expiration of such thirty-day period; provided, however, that the non-Defaulting Member must consent, in its sole discretion, to such transfer and such transfer must otherwise be in accordance with Section 8.01. (B) Upon any failure of the Defaulting Member, for any reason, to transfer all or part of its interests that are required to be sold within such sixty (60) day period, the non-Defaulting Member may purchase such interest or direct the transfer of such interest to a third party or, subject to applicable law, to an Affiliate of the non-Defaulting Member or the Company. The price for such transfer shall be not less than the minimum cash purchase price for the Defaulting Member’s interest in the Company as determined by an independent valuation firm selected by the non-Defaulting Member for a hypothetical sale of such interest to an unaffiliated third party willing to purchase such interest within a ninety (90) day time period; provided, however, that if no such buyer is found within such ninety (90) day period to purchase the Defaulting Member’s interest at such minimum price or a higher price, then the non-Defaulting Member may direct the transfer of the Defaulting Member’s interest at a price and subject to such terms and conditions as the non-Defaulting Member deems commercially reasonable in its good faith judgment and sole discretion, which terms and conditions may include the acceptance by the Defaulting Member of a promissory note issued by the purchaser thereof. (C) To the extent any amounts are owed by a Defaulting Member to the non- Defaulting Member with respect to a Default Loan (as defined below), any purchase price that would otherwise be payable to the Defaulting Member under this Section 3.08(a)(iii)(C) shall instead first be paid to the non-Defaulting Member pursuant to the terms of Section 3.08(b)(iii) until each such Default Loan (and accrued interest thereon) has been repaid in full with the remainder of such purchase price, if any, payable to the Defaulting Member. Except as set forth below, the non-defaulting Members’ Defaulting Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that cured and any such distributions to which such Defaulting Member would otherwise have been entitled if such default had not occurred shall be credited against the Percentage Interest of the Defaulting Member so as to reduce the remaining amount of the default; (ii) the Company shall have not seek Capital Contributions from Members after the rightDefault Date until the default is cured except for the purposes of (i) making protective investments (including making protective advances and/or exchanges), but not which may require capital commitments and ongoing obligations of the obligationCompany or any Subsidiary, (ii) making, at the Members’ election, Capital Contributions to apply avoid or cure any borrowing base deficiency, default, event of default, potential termination event or termination event relating to any indebtedness incurred by the Company or a Subsidiary and repaying such distributions towards indebtedness, or (iii) paying Company expenses and such other costs and expenses as set forth herein; and (iii) the non-Defaulting Member, in its sole discretion, may elect to fund all or any portion of the defaulted amount otherwise on behalf of the Defaulting Member or recall its own Capital Contribution with notice to the Defaulting Member, if applicable. The Members agree and acknowledge that any amount funded by the non-Defaulting Member pursuant to this Section 3.08 shall be treated as a loan from the non-Defaulting Member to the Defaulting Member (a “Default Loan”), the proceeds of which are used by the Defaulting Member to make a Capital Contribution to the Company which, if in a sufficient amount, may cure a related default by such Defaulting Member. A Default Loan shall (A) bear interest from the date of such funding until repaid by the Defaulting Member at a rate equal to the lower of 15% per annum or the maximum rate permitted by applicable law, (B) be pre-payable by the Defaulting Member at any time and (C) be fully recourse to the Defaulting Member. Until such time that any Default Loan (including any accrued interest thereon) has been fully repaid, (x) any amounts that would otherwise be distributable to the Defaulting Member under Section 6.01 shall instead be distributed to the non-Defaulting Member and (y) any purchase price payable to the Defaulting Member in connection with any sale of its interests in the Company shall first be payable to the non-Defaulting Members until the repayment in full of the Default Loan (including any accrued interest thereon) proportionate to the amount of Default Loan so extended by the non-Defaulting Member to such Defaulting Member. Any amounts distributed to the non-Defaulting Member pursuant to the previous sentence shall be treated as for all purposes of this Agreement and for U.S. federal, state and local income tax purposes as having been made by the Company to the Defaulting Member notwithstanding the Company’s distribution of such amounts to the non-Defaulting Member and any amounts distributed or payable to the non-Defaulting Member pursuant to the previous sentence shall reduce the amounts owed to the non-Defaulting Member under the related Default Loan, first as to interest and then as to principal.

Defaulting Members. A Committed Member that fails to make a Capital Contribution as prescribed in Section 5.3 (aa “Defaulted Contribution”) Upon and does not cure such failure within five business days after notice from the Company of such failure of any Member (a “Defaulting Member”) shall be in default of this Agreement but shall remain fully obligated to pay make such Capital Contribution to the Company, shall cease to have the rights (but shall remain subject to the obligations, as applicable) set forth in full any portion Sections 7.4, 7.6 and 7.8, and shall be subject to all such other rights and remedies as the Company may have against such Committed Member, including rights and remedies arising from its breach of such Member’s Capital Commitment within ten (10) days after written notice from any other this Agreement and rights and remedies the Company may have at law or in equity. Furthermore, if the Defaulting Member is a Committed Member (the “Default Date”) that such payment is overdue, each other than a member of the other MembersWarburg Pincus Group), in its sole discretionat the election of the Company, shall have the right to pursue Company may take any one or more of the following remedies on behalf remedial actions (to the extent not mutually exclusive with any other remedy described in this Section 5.4): (a) cause such Defaulting Member to (i) sell such Member’s Preferred Units at a price equal to 75% of such Member’s Capital Contributions that were made in exchange for Preferred Units made prior to the default (net of expenses, Losses and prior distributions) to the Company or a designee or designees of the Company and (ii) forfeit such Member’s Profits Units to the Company or a designee or designees of the Company, and at the Company’s expense, if unless such Member cures such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy 30 days after notice from the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ election to pursue any one of such remedies shall not be deemed to preclude such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently.failure; (b) Notwithstanding any provision of this Agreement to the contrary, charge interest on such Member’s Defaulted Contributions at (i) a Defaulting Member shall remain fully liable to rate that is the creditors lower of (A) 14% per annum, compounded quarterly or (B) the Company to the extent provided by maximum rate permitted under applicable law as if such default had not occurred; and or (ii) such other lower rate determined by the Board; (c) loan such Member an amount equal to such Member’s Defaulted Contributions and charge interest on such amount at a rate that is the lower of (i) 14% per annum, compounded quarterly or (ii) the maximum rate permitted under applicable law; (d) reduce such Defaulting Member’s Remaining Commitment (including the Remaining Commitment related to the Defaulted Contribution) to zero and permit each Committed Member that is not a Defaulting Member to increase its Additional Commitment by its pro rata portion of such Defaulting Member’s Remaining Commitment (including the Remaining Commitment related to the Defaulted Contribution) pursuant to this Section 5.4(d). In such event, the Company shall notify each Committed Member who is not a Defaulting Member of the aggregate amount of the Remaining Commitment (including all Defaulted Contributions) of such Defaulting Member (the “Defaulted Commitments”). Each non- Defaulting Committed Member will then have the right to elect to fund a pro-rata percentage of all Defaulted Commitments based on the relative Remaining Commitments of the non- Defaulting Committed Members less any amounts required to be funded by such Committed Members pursuant to then outstanding Capital Calls. To exercise the right to fund Defaulted Commitments, a non-Defaulting Committed Member must notify the Company in writing within five days after the receipt of notice from the Company that such non-Defaulting Committed Member elects to fund its pro-rata percentage of the Defaulted Commitments. Such election by a non-Defaulting Committed Member will automatically increase its Remaining Commitment on a dollar-for-dollar basis by the amount of its pro rata percentage of such Defaulted Commitments. If there are any Defaulted Commitments remaining after such five day notice period, the Warburg Pincus Group may elect to increase its Remaining Commitment on a dollar-for-dollar basis by the amount of such remaining Defaulted Commitments. The delivery of a notice of election under this Section 5.4(d) by a non-Defaulting Committed Member shall constitute an irrevocable commitment to fund such Defaulted Commitments. Unless otherwise determined by the Board, the Defaulted Commitment shall not include the amount of any unexercised option to increase such Defaulting Member’s Additional Commitment pursuant to Section 5.2(a) and a Defaulting Member shall not be entitled have no further right, if any, to distributions made after the Default Date until the default is curedelect to increase such Defaulted Member’s Additional Commitment pursuant to Section 5.2(a) upon becoming a Defaulting Member; provided, however, that or (e) pursue any other rights and remedies the Company shall may have the right, but not the obligation, to apply any against such distributions towards the amount otherwise payable by the Defaulting Member to the CompanyMember.

Defaulting Members. (a) Upon If a Non-Managing Member fails to pay any amount which it is required to pay to the failure of any Company on or before the date when such amount is due and payable, such Non-Managing Member shall be deemed to be in default hereunder (a “Defaulting Member”) ), and written notice of default shall be given to such Non-Managing Member by the Managing Members. The Company shall be entitled to enforce the obligations of each Non-Managing Member to make the contributions to capital specified in this Agreement, and the Company shall have all remedies available at law or in equity in the event any such contribution is not so made. In the event of any legal proceedings relating to a default by a Defaulting Member, such Defaulting Member shall pay all costs and expenses incurred by the Company, including attorneys’ fees, if the Company shall prevail. Further, such Defaulting Member shall be obligated to pay the Company interest with respect to the amount of any capital contribution not 6 made when required by this Agreement, with such interest commencing on the date such contribution is initially due and ending on the date such contribution is made to the Company. Such interest shall be calculated on the basis of the then current reference rate announced by ▇▇▇▇▇ Fargo Bank, N.A., or by any other U.S. commercial bank with capital in full any portion excess of such Member’s Capital Commitment Five Hundred Million Dollars ($500,000,000) selected by the Managing Members, plus two percent (2%) per annum. (b) In addition to the remedies provided under Paragraph 5.4(a), if the Defaulting Member does not remedy a default in the payment of a required contribution within ten (10) business days after written notice from any other Member (the “Default Date”) that such payment is overdue, each of the receipt of the notice specified in Paragraph 5.4(a): (i) the Defaulting Member shall no longer have the right (if any) to vote on any Company matter, and (ii) if the Managing Members so elect, the other Members, in its sole discretion, Members shall have the right option to pursue one or more pay the remaining capital contributions of the following remedies on behalf Defaulting Member in accordance with any procedures and in such proportions as may be established by the Managing Members. In such event, such Defaulting Member shall be deemed to have withdrawn from the Company and to have forfeited its interest in the Net Income and Net Losses of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ election to pursue any one of such remedies shall not be deemed to preclude such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Such Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after receive only the Default Date until amount of its Capital Account at the default is cured; providedtime of the def ▇▇▇▇, howeverwith such amount payable, that the Company shall have the right, but not the obligationwithout interest, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to upon the dissolution of the Company.

Defaulting Members. (a) Upon the failure of any If a Non-Managing Member (a “Defaulting Member”) fails to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any other Member (the “Default Date”) that such payment amount which it is overdue, each of the other Members, in its sole discretion, shall have the right required to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company on or before the date when such amount is due and payable. such Non- Managing Member shall be deemed to be in default hereunder (a Defaulting Member’s unpaid portion ). and written notice of default shall be given to such Non-Managing Member by the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Managing Members. The Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ election to pursue any one of such remedies shall not be deemed to preclude such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after enforce the Default Date until obligations of each Non-Managing Member to make the default is cured; provided, however, that contributions to capital specified in this Agreement. and the Company shall have all remedies available at law or in equity in the right, but not the obligation, to apply event any such distributions towards contribution is not so made. In the event of any legal proceedings relating to a default by a Defaulting Member. such Defaulting Member shall pay all costs and expenses incurred by the Company, including attorneys fees, if the Company shall prevail. Further, such Defaulting Member shall be obligated to pay the Company interest with respect to the amount otherwise payable of any capital contribution not made when required by this Agreement, with such interest commencing on the date such contribution is initially due and ending on the date such contribution is made to the Company. Such interest shall be calculated on the basis of the then current reference rate announced by U.S. Federal Reserve Open Market Committee, or by any other USA commercial bank with capital in excess of one billion dollars selected by the Managing Members, plus five percent 5% per annum. b) In addition to the remedies provided under Paragraph 5.4(a), if the Defaulting Member does not remedy a default in the payment of a required contribution within thirty business days of the receipt of the notice specified in Paragraph 5.4(a): (i) the Defaulting Member shall no longer have the right (if any) to vote on any Company matter, and (ii) if the Managing Members so elect, the other Members shall have the option to pay the remaining capital contributions of the Defaulting Member in accordance with any procedures and in such proportions as may be established by the Managing Members. In such event, such Defaulting Member shall be deemed to have withdrawn from the Company and to have forfeited its interest in the Net Income and Net Losses of the Company. Such Defaulting Member shall be entitled to receive only the amount of its Capital Account at the time of the default, with such amount payable, without interest, to the Defaulting Member upon the dissolution of the Company.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such the Member’s Capital Commitment within ten twenty (1020) days after written notice from any the other Member (the “Default Date”) that such the payment is overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at Company if the Company’s expense, if such failure has not been cured in full within such tenthe twenty-day period: (i) collect such the unpaid portion (and all attorneys’ fees and other costs incident theretoto the collection) by exercising and/or or pursuing any legal remedy the Company may have;; and (ii) require the Defaulting member to pay to the Company interest on the Defaulting amount of the Member’s unpaid portion of Capital Commitment in default at the capital call Default Rate from the date that is twenty (and, upon such payment, a corresponding portion of 20) days from the Defaulting Member’s interest in Contribution Due Date through the Company shall be transferred to such Member); anddate on which the amount is no longer outstanding. (iii) upon thirty (30) days’ written notice (which period may commence during the tentwenty-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8VIII. Except as set forth belowin Section 3.03(b), the non-defaulting Members’ Member’s election to pursue any one of such those remedies shall not be deemed to preclude such Members the Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such the default had not occurred; and; (ii) a Defaulting Member shall not be entitled to all or a portion, in the discretion of the other Member, of distributions made after the Default Date until the default is curedcured and any interest owned pursuant to Section 3.03(a)(ii) has been paid to the Company and any distributions to which the Defaulting Member would otherwise have been entitled if the default had not occurred shall be applied to cure any default; provided, however, that and (iii) the Company shall not make new Investments after the Default Date until the default is cured, except for those Investments which the Company was committed to make in whole or in part (as evidenced by a commitment letter, term sheet, or letter of intent, or definitive legal documents under which less than all advances have been made) on or before the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the CompanyDefault Date.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) business days after written notice from any other Member that such payment is overdue (the “Default Date”) that such payment is overdue), each of the any other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, with respect to sub-clauses (i) and at the Company’s expense(ii), or directly, with respect to sub-clauses (iii) and (iv), if such failure has not been cured in full within such ten-ten (10) business day period: (i) seek to collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call upon ten (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii10) upon thirty (30) business days’ written notice to the other Members (which period may commence during the ten-ten (10) business day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8; (iii) so long as it is not also a Defaulting Member, compel the Defaulting Member to sell or transfer the Defaulting Member’s Entire Interest and all of such Defaulting Member’s Subordinated Notes at the price and in accordance with the procedures set forth in Section 8.3(e); and (iv) so long as it is not also a Defaulting Member, fund all or any portion of the defaulted amount on behalf of the Defaulting Member with notice to the Administrative Agent and the other Members; provided, that the Members hereby agree and acknowledge (A) that any amount so funded shall be treated as a loan to the Defaulting Member (a “Default Loan”) by the other Member (the “Loan Holder”), the proceeds of which are used by the Defaulting Member to make a Capital Contribution to the Company which, if in amount, may cure a related default by such Defaulting Member; (B) a Default Loan (together with all reasonable and documented costs and expenses incurred by the Loan Holder in connection making such Default Loan, including reasonable legal fees and expenses, which shall be added to the principal of any Default Loan if and when incurred) shall (I) bear interest from the date of such funding until repaid by the Defaulting Member at a rate equal to 10% per annum, compounded annually, (II) be pre-payable by the Defaulting Member at any time, and (III) be fully recourse to the Defaulting Member; (C) until such time that there is no outstanding balance owed under any Default Loan (including any accrued interest thereon), (x) any amounts that would otherwise be distributable to the Defaulting Member under Section 5.1 or Section 8.3(d) shall instead be distributed to the Loan Holder and (y) any purchase price payable to the Defaulting Member in connection with any sale of its interests in the Company shall first be paid to the Loan Holder and in each case of sub-clauses (x) and (y), as repayment of the Default Loan(s) until the repayment in full of such Default Loan(s) (and accrued interest thereon) proportionate to the amount of Default Loan(s) so extended by the Loan Holder to such Defaulting Member; and (D) any amounts distributed to the Loan Holder pursuant to the previous sentence shall be treated for all purposes of this Agreement and for U.S. federal, state and local income tax purposes as having been made by the Company to the Defaulting Member, notwithstanding the Company’s distribution of such amounts to the Loan Holder, and any amounts distributed or payable to the Loan Holder pursuant to the previous sentence shall reduce the amounts owed to the Loan Holder under the related Default Loan, first as to interest and then as to principal. The remedies described in sub-sections (iii) and (iv) above may only be taken (A) against a Pantheon Member that is a Defaulting Member by BCSF or (B) against BCSF as a Defaulting Member by a Pantheon Member. Except as set forth belowin Section 3.3(b), the non-defaulting Members’ Defaulting Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary,: (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is curedcured and any such distributions to which such Defaulting Member would otherwise have been entitled if such default had not occurred shall be debited against the Capital Account of the Defaulting Member so as to reduce the remaining amount of the default; provided, however, that and (ii) the Company shall have not make new Investments after the right, but not Default Date until the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Companydefault is cured.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any the other Member (the “Default Date”) that such payment is overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, Company if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8VIII as long as such action is not prohibited by Section 8.02(b); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above) and if such failure has not been cured in full within such thirty-day period, compel the Defaulting Member to sell or transfer all or a portion of its interest in whole or in part subject to the following: 1) If the other Member notifies the Defaulting Member to sell or transfer all or a part of its interest, such Defaulting Member shall do so within sixty (60) days after the expiration of such thirty-day period; provided, however, that the non-Defaulting Member must consent, in its sole discretion, to such transfer and such transfer must otherwise be in accordance with Section 7.01 hereof. 2) Upon any failure of the Defaulting Member, under any circumstances, to sell or transfer all of its interests that are required to be sold within such sixty (60) day period, the other Member may purchase such interest or sell or transfer such interest to a third party or, subject to applicable law, to an Affiliate of a Member or the Company. The price for such sale or transfer shall be not less than the minimum cash purchase price for the Defaulting Member’s interest in the Company as determined by the Independent Valuation Firm selected by the other Member for a hypothetical sale of such interest to an unaffiliated third party willing to purchase such interest within a ninety (90) day time period; provided, however, that if no such buyer is found within such ninety (90) day period to purchase the Defaulting Member’s interest at such minimum price or a higher price, then the other Member may direct the sale or transfer of the Defaulting Member’s interest at a price and subject to such terms and conditions as it deems commercially reasonable in its good faith judgment and sole discretion, which terms and conditions may include the acceptance by the Defaulting Member of a promissory note issued by the purchaser thereof. 3) To the extent any amounts are owed by a Defaulting Member to a non-Defaulting Member with respect to a Default Loan, any purchase price that would otherwise be payable to the Defaulting Member under this Section 3.02(a)(iii) shall instead first be paid to the non-Defaulting Member pursuant to the terms of Section 3.02(b)(iii) hereof until each such Default Loan (and accrued interest thereon) has been repaid in full with the remainder of such purchase price, if any, payable to the Defaulting Member. Except as set forth below, the non-defaulting Members’ Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that cured and any such distributions to which such Defaulting Member would otherwise have been entitled if such default had not occurred shall be debited against the Capital Account of the Defaulting Member so as to reduce the remaining amount of the default; (ii) the Company shall have not make new Investments after the rightDefault Date until the default is cured except as permitted pursuant to clauses (ii) through (vii) of Valid Company Purposes; and (iii) the non-Defaulting Member(s), but not in its or their sole discretion, may fund all or any portion of the obligationdefaulted amount on behalf of the Defaulting Member(s) with notice to the other Members, if applicable. The Members agree and acknowledge that any amount so funded by the non-Defaulting Member(s) shall be treated as a loan from the non-Defaulting Member(s) to apply any the Defaulting Member(s) (a “Default Loan”), the proceeds of which are used by the Defaulting Member(s) to make a Capital Contribution to the Company which, if in a sufficient amount, may cure a related default by such distributions towards Defaulting Member. A Default Loan shall (A) bear interest from the amount otherwise date of such funding until repaid by the Defaulting Member(s) at a rate equal to the lower of 15% per annum or the maximum rate permitted by applicable law, (B) be pre-payable by the Defaulting Member Member(s) at any time and (C) be fully recourse to the Defaulting Member(s). Until such time that any Default Loan (including any accrued interest thereon) has been fully repaid, (x) any amounts that would otherwise be distributable to the Defaulting Member(s) under Section 5.01(b)(iii) or Section 5.02 hereof shall instead be distributed to the non-Defaulting Member(s) and (y) any purchase price payable to the Defaulting Member(s) in connection with any sale of its or their respective interests in the Company shall first be payable to the non-Defaulting Members until the repayment in full of the Default Loan(s) (including any accrued interest thereon) proportionate to the amount of Default Loan(s) so extended by the non-Defaulting Member(s) to such Defaulting Member(s). Any amounts distributed to the non-Defaulting Member(s) pursuant to the previous sentence shall be treated as for all purposes of this Agreement and for U.S. federal, state and local income tax purposes as having been made by the Company to the Defaulting Member notwithstanding the Company’s distribution of such amounts to the non-Defaulting Member(s) and any amounts distributed or payable to the non-Defaulting Member(s) pursuant to the previous sentence shall reduce the amounts owed to the non-Defaulting Member(s) under the related Default Loan, first as to interest and then as to principal.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days on or before the tenth Business Day after written notice from any other Member (the “Default applicable Call Due Date”) that such payment is overdue, each the Board of the other MembersManagers, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day periodFund: (a) elect to charge the Defaulting Member interest at the Default Rate on the amount due from the Call Due Date until the earlier of (i) collect the date on which such unpaid portion (payment is received by the Fund from the Defaulting Member, and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company date, if any, on which the Defaulting Member’s Membership Interest is sold pursuant to ‎Section 3.3(c); (b) cause the Fund to cease making distributions to the Defaulting Member, and apply any distributions that would otherwise be made to the Defaulting Member to the unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in Capital Commitment, or distribute such distributions that would otherwise be made to the Company shall be transferred Defaulting Member to such Member); andthe other Members; (iiic) upon thirty sell to any Person (30including any other Member or any of its Affiliates) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that Defaulting Member’s Membership Interest for consideration at the overdue payment has not been made, dissolve and wind down the Company valuation most recently approved in accordance with Article 8‎Section 10.5, such consideration to be paid to the Defaulting Member; or (d) exercise and/or pursue any other legal remedy the Fund may have. Except as set forth below, the non-defaulting MembersThe Board of Managers’ election to pursue any one of such remedies shall not be deemed to preclude such Members the Board of Managers from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) . Notwithstanding any provision of this Agreement to the contrary, (i) , a Defaulting Member shall remain fully liable to the creditors of the Company Fund to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that the Company shall have the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Company.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten three (103) days after written Business Days following notice from any other Member the Administrative Agent (the calendar day immediately following such three (3) Business Day grace period being the “Default Date”) that such payment is overduein accordance with Sections 3.1(a) and (d), each of the other MembersMember, in its sole discretion, shall have the right right, without notice to the Defaulting Member, to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay contribute such unpaid portion to the Company the Defaulting Member’s unpaid portion of the capital call (andCompany, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company which amount shall be transferred deemed a Temporary Advance and returned to such Member)the non-defaulting Member pursuant to Section 3.2 hereof; and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down wind-up the Company in accordance with Article 88 as long as such action is not prohibited by Section 8.2(b). Except as set forth below, the non-defaulting Members’ Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member the Company shall not be entitled to distributions made make new Investments after the Default Date until the default is cured; provided, however, that the cured except as permitted pursuant to clauses (ii) through (viii) of Valid Company shall have the right, but not the obligation, Purposes. (c) If any Member fails to apply pay in full any portion of such distributions towards the amount otherwise payable by the Defaulting Member Member’s Capital Commitment when due in connection with a margin payment or other obligation pursuant to the Companyterms of a TRS, one or more of each Member may, in its sole discretion, fund any subsequent call for Capital Contributions made in accordance with Section 3.1 in connection with such margin call or other obligation required under the terms of a TRS to make up for such shortfall (regardless of the last sentence of Section 3.1(a)).

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) business days after written notice from any the other Member (the “Default Date”) that such payment is overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, Company if such failure has not been cured in full within such ten-business day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have;; and (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call upon ten (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii10) upon thirty (30) business days’ written notice (which period may commence during the ten-business day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; andoccurred and shall remain subject to Section 2.6; (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is curedcured and any such distributions to which such Defaulting Member would otherwise have been entitled if such default had not occurred shall be debited against the Capital Account of the Defaulting Member so as to reduce the remaining amount of the default; provided, however, that and (iii) the Company shall have not make new Investments after the right, but not Default Date until the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Companydefault is cured.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days on or before the tenth Business Day after written notice from any other Member (the “Default applicable Call Due Date”) that such payment is overdue, each the Board of the other MembersManagers, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day periodFund: (a) elect to charge the Defaulting Member interest at the Default Rate on the amount due from the Call Due Date until the earlier of (i) collect the date on which such unpaid portion (payment is received by the Fund from the Defaulting Member, and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company date, if any, on which the Defaulting Member’s Membership Interest is sold pursuant to Section 3.3(c); (b) cause the Fund to cease making distributions to the Defaulting Member, and apply any distributions that would otherwise be made to the Defaulting Member to the unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in Capital Commitment, or distribute such distributions that would otherwise be made to the Company shall be transferred Defaulting Member to such Member); andthe other Members; (iiic) upon thirty sell to any Person (30including any other Member or any of its Affiliates) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that Defaulting Member’s Membership Interest for consideration at the overdue payment has not been made, dissolve and wind down the Company valuation most recently approved in accordance with Article 8Section 10.5, such consideration to be paid to the Defaulting Member; or (d) exercise and/or pursue any other legal remedy the Fund may have. Except as set forth below, the non-defaulting MembersThe Board of Managers’ election to pursue any one of such remedies shall not be deemed to preclude such Members the Board of Managers from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) . Notwithstanding any provision of this Agreement to the contrary, (i) , a Defaulting Member shall remain fully liable to the creditors of the Company Fund to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that the Company shall have the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Company.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any the other Member (the “Default Date”) that such payment is overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, Company if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iiiii) upon thirty (30) days’ days written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, either (x) dissolve and wind down the Company in accordance with Article 88 and, in the event the non-defaulting Member is Solar, immediately terminate the Reinvestment Period, or (y) acquire the defaulting Member’s membership interest in the Company and Junior Loans at the then current Value (and be required to assume such Member’s remaining Capital Commitment). In the event that Solar elects to purchase all of Investor’s Junior Loans and interests in the Company pursuant to this Section 3.2(ii) and as a result of the procedures set forth in Section 9.5(a)(iii) the valuation for such purchase is increased, Solar shall have the right to revoke its purchase election. Additionally, in the event the non-defaulting Member is Investor, such event shall constitute “Cause” under the Servicing Agreement. Except as set forth below, the non-defaulting Members’ Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that the Company shall have the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Company.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such the Member’s Capital Commitment within ten (10) business days after written notice from any the other Member (the “Default Date”) that such the payment is overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at Company if the Company’s expense, if such failure has not been cured in full within such the ten-business day period: : (i) collect such the unpaid portion (and all attorneys’ fees and other costs incident theretoto the collection) by exercising and/or or pursuing any legal remedy the Company may have; ; and (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-business day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8IX. Except as set forth belowin Section 4.03(b), the non-defaulting Members’ Member’s election to pursue any one of such those remedies shall not be deemed to preclude such Members the Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, , (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such the default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that the Company shall have the right, but not the obligation, cured and any distributions to apply any such distributions towards the amount otherwise payable by which the Defaulting Member would otherwise have been entitled if the default had not occurred shall be applied to the Company.cure any default; and

Defaulting Members. (a) Upon the failure of If any Member (a “"Defaulting Member”") fails ------------------ ----------------- to pay in make full payment of any portion of such Member’s any additional Capital Commitment within ten (10) days after written notice from Contribution called by the Managing Member pursuant to Section 3.5(c), the Managing Member -------------- may undertake any other Member (the “Default Date”) that such payment is overdue, each of the other Members, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day periodsteps: (ia) collect such unpaid portion (The Managing Member may pursue and enforce all attorneys’ fees rights and other costs incident thereto) by exercising and/or pursuing any legal remedy remedies the Company may have; (ii) pay to the Company the have against such Defaulting Member’s unpaid portion of the capital call (and, upon such payment, including a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred lawsuit to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that collect the overdue payment has not been madeamount, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ election interest calculated thereon at a rate equal to pursue any one of such remedies shall not be deemed to preclude such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently12%. (b) Notwithstanding any provision of this Agreement anything herein to the contrary, , from and after any date on which a Defaulting Member's fails to make any additional Capital Contribution pursuant to Section 3.5(c), if such Defaulting -------------- Member continues to hold Units, (i) a such Defaulting Member shall remain fully liable have no right to receive any distributions from the Company until such time as the amount of distributions that would have been made to the creditors Defaulting Member shall have been reduced by an amount equal to the sum of (A) an amount equal to 18% per annum, compounded annually, of the Company unpaid additional Capital Contribution and (B) an amount equal to the extent provided by law as if unpaid Capital Contribution, and such default had not occurred; and reduced amount shall have been distributed to the Investors other than the Defaulting Member pursuant to Section 5.2(b), (ii) a -------------- such Defaulting Member Member's Capital Account shall not be entitled credited with such Defaulting Member's share of items of income and gain allocated to distributions made after the Default Date until the default is cured; provided, however, that the Company shall have the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member pursuant to the Company.Article V, and (iii) such Defaulting Member's --------- Capital Account shall continue to be debited for such Defaulting Member's share of items of loss, deduction and expense allocated to such Defaulting Member pursuant to Article V. ---------

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any the other Member (the “Default Date”) that such payment is overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, Company if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iiiii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and; (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is curedcured and any such distributions to which such Defaulting Member would otherwise have been entitled if such default had not occurred shall be debited against the Capital Account of the Defaulting Member so as to reduce the remaining amount of the default; provided, however, that and (iii) the Company shall have not make new Investments after the right, but not Default Date until the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Companydefault is cured.

Defaulting Members. (a) Upon Notwithstanding Section 6.4, in the failure event of any Member (a “Defaulting Member”) Funding Shortfall, the Company may, in addition to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any other Member (the “Default Date”) that such payment is overdue, each or instead of the other Membersremedies in Section 6.4, in its sole discretion, shall have the right to pursue exercise any one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day periodrights or remedies: (ia) collect Taking such unpaid portion action as the Managers (and all attorneys’ fees and other costs incident thereto) voting without consideration of any Managers designated by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid ) deem appropriate to obtain payment by the Defaulting Member of that portion of its agreed contribution that is in default, together with interest thereon at the capital call (andInterest Rate, upon from the date that such paymentcontribution was due until the date that such contribution is made, a corresponding portion at the cost and expense of the Defaulting Member’s interest ; (b) Permitting those Members that desire to do so to advance that portion of the contribution that is in default, with the Company result that, the sum thus advanced shall be transferred deemed to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, be a loan from the non-defaulting Members’ election Members to pursue any one the Defaulting Member and a contribution of such remedies shall not be deemed to preclude such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement sum to the contrary, (i) a Company by the Defaulting Member shall remain fully liable pursuant to this Article 6; provided the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member expressly consents in writing to such loan(s). Notwithstanding such deemed contribution, for the avoidance of doubt, the Defaulting Members shall not continue to be entitled to distributions made after the Default Date until the default is cured; provided, however, that the Company considered hereunder as a “Defaulting Member”. The loan shall have the rightfollowing terms: (A) the principal balance of such loan and all accrued unpaid interest thereon shall be due and payable in whole within thirty days after written demand therefor has been given to the Defaulting Member by the non-defaulting Members providing the loan; (B) the loan shall bear interest at the Interest Rate, but not from the obligationdate that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid to apply any such the non-defaulting Members providing the loan; (C) all distributions towards from the amount Company that would otherwise payable be made to the Defaulting Member are hereby assigned by the Defaulting Member to the non-defaulting Members providing the loan (whether before or after dissolution of the Company) until the loan and all interest accrued thereon has been repaid in full to the non-defaulting Members providing the loan (with all such payments being applied first to interest earned and unpaid and then to principal); and (D) the non-defaulting Members providing the loan shall have the right, in addition to the other rights and remedies granted to them pursuant to this Agreement or available to them at law or in equity, to take such action as the non-defaulting Members providing the loan deem appropriate to obtain payment from the Defaulting Member of the principal balance of such loan and all accrued and unpaid interest thereon, at the cost and expense of the Defaulting Member. Upon payment of all such amounts and any other amounts owed and payable to the Company, such Member shall no longer be a Defaulting Member; (c) Permitting those Members that desire to do so to lend all or a portion of the contribution that is in default to the Company, on such terms as the non-Defaulting Members may approve in accordance with Section 6.3(b); provided that there shall be no distributions of Net Distributable Revenue to any Members until loans made as a result of this provision have been repaid in full; and (d) By vote of a majority of the Managers designated by the Members other than the Defaulting Member, expand or contract the number of Managers of the Company and fill such vacancies as determined by such Managers.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such the Member’s Capital Commitment within ten (10) days after written notice from any the other Member (the “Default Date”) that such the payment is overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at Company if the Company’s expense, if such failure has not been cured in full within such the ten-day period: : (i) collect such the unpaid portion (and all attorneys’ fees and other costs incident theretoto the collection) by exercising and/or or pursuing any legal remedy the Company may have; ; and (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8IX. Except as set forth belowin Section 4.03(b), the non-defaulting Members’ Member’s election to pursue any one of such those remedies shall not be deemed to preclude such Members the Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, , (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such the default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that cured and any distributions to which the Company shall have the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Company.13

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment the Drawdown within ten (10) the 10 business days after written notice from any other Member the Due Date (the “Default Date”) that such payment is overdue), each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) cause the Defaulting Member to (A) not share in any Profits or related net proceeds realized by the Company on any disposition of an Investment occurring after the Default Date (regardless of when the Investment was made) and (B) continue to share in any Losses realized by the Company on any disposition of an Investment in which the Defaulting Member participated, in each case until such time as the Defaulting Member funds the unpaid portion of the Drawdown; (ii) collect such unpaid portion of the Drawdown (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (iiiii) pay to the Company cause the Defaulting Member’s unpaid portion Member to sell of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest its Membership Interests as set forth in the Company shall be transferred to such MemberSection 5.1(b); and (iiiiv) upon thirty (30) 30 days’ written notice (which period may shall commence during on the ten-day notice period provided above), Due Date) and provided that the overdue Drawdown payment has not been mademade and no legal action for collection is pending, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ election to pursue any one terms of such remedies shall not be deemed to preclude such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequentlythis Agreement. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) , a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, except that the Company any distributions to which a Member otherwise would be entitled shall have the right, but not the obligation, be applied to apply cure any such distributions towards the amount otherwise payable by the Defaulting Member to the Companydefault.

Defaulting Members. (a) (x) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Unfunded Capital Commitment within ten (10) days after written notice from any the other Member (the “Default Date”) that such payment is overdue, each the other Member (so long as it is not a Defaulting Member) (a “Non-Defaulting Member”), in its sole discretion, shall have the right to pursue one or more of the other following remedies on behalf of the Company if such failure has not been cured in full within such ten-day period; provided, that, in the case of CSL, CSL shall be considered a “Defaulting Member” for purposes of this Agreement automatically if CSL fails to make such payment within ten (10) days following the date upon which such payment was due by all Members, and the “Default Date” for CSL shall be considered the 11th day following the date upon which such payment was due, or (y) on the date that a Member becomes a Pledge Defaulting Member (the “Pledge Default Date”), the Pledge Non-Defaulting Member, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice to the Defaulting Member or the Pledge Defaulting Member, as applicable (which period may commence during the ten-ten (10) day notice period provided aboveabove in the case of the Defaulting Member), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 89 as long as such action is not prohibited by Section 9.2(b); and (iii) upon thirty (30) days’ written notice to the Defaulting Member or the Pledge Defaulting Member, as applicable (which period may commence during the ten (10) day notice period provided above in the case of the Defaulting Member) and if such failure has not been cured in full within such thirty (30) day period, compel the Defaulting Member or the Pledge Defaulting Member, as applicable, to sell or transfer all or a portion of its Membership Interest in whole or in part subject to the following: (A) If the other Member notifies the Defaulting Member or the Pledge Defaulting Member, as applicable, to sell or transfer all or a part of its Membership Interest, such Defaulting Member or Pledge Defaulting Member, as applicable, shall do so within sixty (60) days after the expiration of such thirty (30) day period. (B) Upon any failure of the Defaulting Member or the Pledge Defaulting Member, as applicable, under any circumstances, to sell or transfer all of its Membership Interests that are required to be sold within such sixty (60) day period, the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, may purchase such Membership Interest or sell or transfer such Membership Interest to a third party or, subject to applicable law, to an Affiliate of a Member or the Company. The price for such sale or transfer shall be the lower of (x) the cost of such Membership Interests, and (y) the fair market value of such Membership Interests, as determined by an investment bank selected by the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, for a hypothetical sale of such Membership Interest to an unaffiliated third party willing to purchase such Membership Interest within a ninety (90) day time period; provided, however, that if no such buyer is found within such ninety (90) day period to purchase the Membership Interest of the Defaulting Member or the Pledge Defaulting Member, as applicable, at such price or a higher price, then the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, may direct the sale or transfer of the Membership Interest of the Defaulting Member or the Pledge Defaulting Member, as applicable, at a price and subject to such terms and conditions as it deems commercially reasonable in its good faith judgment and sole discretion, which terms and conditions may include the acceptance by the Defaulting Member or the Pledge Defaulting Member, as applicable, of a promissory note issued by the purchaser thereof. (C) To the extent any amounts are owed by a Defaulting Member to a non-Defaulting Member or by a Pledge Defaulting Member to a Pledge Non-Defaulting Member, as applicable, with respect to a Default Loan, any purchase price that would otherwise be payable to the Defaulting Member or the Pledge Defaulting Member, as applicable, under this Section 4.3(a)(iii) shall instead first be paid to the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, pursuant to the terms of Section 4.3(b)(iii) hereof, until each such Default Loan (and any accrued interest thereon) has been repaid in full with the remainder of such purchase price, if any, payable to the Defaulting Member or the Pledge Defaulting Member, as applicable. Except as set forth below, the nonelection of the Non-defaulting Members’ election Defaulting Member or the Pledge Non-Defaulting Member, as applicable, to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law or a Pledge Defaulting Member, as if such default had not occurred; and (ii) a Defaulting Member applicable, shall not be entitled to distributions made after the Default Date or the Pledge Default Date, as applicable, until the default is cured; providedcured and any such distributions to which such Defaulting Member or Pledge Defaulting Member, howeveras applicable, that would otherwise have been entitled if such default had not occurred shall be debited against the Capital Account of the Defaulting Member or the Pledge Defaulting Member, as applicable, so as to reduce the remaining amount of the default; (ii) the Company shall have not make new Investments after the rightDefault Date or the Pledge Default Date, but not as applicable, until the obligationdefault is cured except as permitted pursuant to clauses (ii) through (vi) of Valid Company Purposes; and (iii) the Non-Defaulting Member, in its or their sole discretion, may fund all or any portion of the defaulted amount on behalf of the Defaulting Member with notice to apply the Board and to the other Members. The Members agree and acknowledge that any amount so funded by the Non-Defaulting Member shall be treated as a loan from the Non-Defaulting Member to the Defaulting Member (a “Default Loan”), the proceeds of which are used by the Defaulting Member to make a Capital Contribution to the Company which, if in a sufficient amount, may cure a related default by such distributions towards Defaulting Member. A Default Loan shall (A) bear interest from the amount otherwise date of such funding until repaid by the Defaulting Member or the Pledge Defaulting Member, as applicable, at a rate equal to 20% per annum, (B) be pre-payable by the Defaulting Member or the Pledge Defaulting Member, as applicable, at any time and (C) be fully recourse to the Defaulting Member or the Pledge Defaulting Member, as applicable. Until such time that there is no outstanding balance owed under any Default Loan (including any accrued interest thereon), (x) any amounts that would otherwise be distributable to the Defaulting Member or the Pledge Defaulting Member, as applicable, under Section 6.1(b) hereof shall instead be distributed to the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, and (y) any purchase price payable to the Defaulting Member or the Pledge Non-Defaulting Member, as applicable, in connection with any sale of its or their respective Membership Interests in the Company shall first be paid to the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, and in each case of (x) and (y), as repayment of the Default Loan(s) until the repayment in full of such Default Loan(s) (including any accrued interest thereon) proportionate to the amount of Default Loan(s) so extended by the Non-Defaulting Member to such Defaulting Member or by the Pledge Non-Defaulting Member to such Pledge Defaulting Member, as applicable. Any amounts distributed to the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, pursuant to the previous sentence shall be treated for all purposes of this Agreement and for U.S. federal, state and local income tax purposes as having been made by the Company to the Defaulting Member or the Pledge Defaulting Member, as applicable, notwithstanding the Company’s distribution of such amounts to the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, and any amounts distributed or payable to the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, pursuant to the previous sentence shall reduce the amounts owed to the Non-Defaulting Member or the Pledge Non-Defaulting Member, as applicable, under the related Default Loan, first as to interest and then as to principal. (iv) In the event that (I) the Collateral Agent calls capital from a Member pursuant to the Pledge Agreement, (II) one Member pays in full all of such capital call (the “Pledge Non-Defaulting Member”) and (III) the other Member either (x) fails to pay in full all or any portion of a concurrent call of capital by the Collateral Agent or (y) was not required by the Collateral Agent to make a concurrent Capital Contribution (in either case, a “Pledge Defaulting Member”), then at the sole election of the Pledge Non-Defaulting Member, the Pledge Agreement Shortfall Amount shall be treated as a Default Loan. Notwithstanding the foregoing: (A) if the Pledge Non-Defaulting Member does not elect to treat such called capital as a Default Loan within five (5) days of paying the Pledge Agreement Shortfall Amount, then additional Membership Interests in the Company will be issued to the Pledge Non-Defaulting Member such that each Member’s percentage ownership of the Company is equal to the aggregate Capital Contributions made by such Member divided by the aggregate Capital Contributions made by both Members; and (B) if the Pledge Non-Defaulting Member is Credit Partners, and Credit Partners does not elect to treat such called capital as a Default Loan within five (5) days of paying the Pledge Agreement Shortfall Amount, then: (1) (x) the interest earned on the Mezzanine Loan shall be added to the principal amount of such Mezzanine Loan (such principal, the “PIK Principal”), (y) notwithstanding the maturity date provided in the Mezzanine Loan Agreement, the Mezzanine Loan shall be payable on the date that is six (6) months after the Final Maturity Date under the LSA, and (z) at the election of Credit Partners, CSL will irrevocably cancel the PIK Principal and such cancellation will be deemed to be a Capital Contribution by CSL for all purposes hereunder (it being understood that CSL shall execute any and all documentation in connection with such deemed Capital Contribution). In the event the PIK Principal is canceled pursuant to this Section 4.3(b)(iv)(B), additional Membership Interests in the Company will be issued to CSL such that each Member’s percentage ownership of the Company is equal to the aggregate Capital Contributions made by such Member divided by the aggregate Capital Contributions made by both Members; (2) notwithstanding Section 7.2 hereof or any other provision in this Agreement to the contrary, Credit Partners shall have the right to elect, designate or appoint one (1) additional Board Member, upon notice to all Board Members; and (3) notwithstanding Section 7.4 hereof or any other provision in this Agreement to the contrary, (i) any act or decision done or made by the Board shall require the approval of a majority of Board Members and (ii) a quorum of the Board shall require at least four (4) Board Members as long as at least three (3) Board Members are present that were elected, designated or appointed by Credit Partners; provided that, without limiting Section 7.3 hereof, all Board Members shall be given notice of any meeting of the Board (including the agenda of such meeting which shall be prepared in good faith and with reasonable efforts to describe all actions to be taken by the Board at such meeting); and (4) notwithstanding Section 7.6 hereof or any other provision in this Agreement to the contrary, Credit Partners shall have the right to elect, designate or appoint one (1) additional Investment Committee Member, upon notice to all Investment Committee Members; and (5) notwithstanding Section 7.8 hereof or any other provision in this Agreement to the contrary, (i) any act or decision done or made by the Investment Committee shall require the approval of a majority of Investment Committee Members and (ii) a quorum of the Investment Committee shall require at least three (3) Investment Committee Members as long as at least two (2) Investment Committee Members are present that were elected, designated or appointed by Credit Partners provided that, without limiting Section 7.7 hereof, all Investment Committee Members shall be given notice of any meeting of the Investment Committee (including the agenda of such meeting, which shall be prepared in good faith and with reasonable efforts to describe all actions to be taken by the Board at such meeting).

Defaulting Members. (a) (x) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Unfunded Capital Commitment within ten (10) days after written notice from any the other Member (the “Default Date”) that such payment is overdue, each the other Member (so long as it is not a Defaulting Member) (a “Non-Defaulting Member”), in its sole discretion, shall have the right to pursue one or more of the other following remedies on behalf of the Company if such failure has not been cured in full within such ten-day period; provided, that, in the case of CSL, CSL shall be considered a “Defaulting Member” for purposes of this Agreement automatically if CSL fails to make such payment within ten (10) days following the date upon which such payment was due by all Members, and the “Default Date” for CSL shall be considered the 11th day following the date upon which such payment was due, or (y) on the date that a Member becomes a Pledge Defaulting Member (the “Pledge Default Date”), the Pledge Non-Defaulting Member, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice to the Defaulting Member or the Pledge Defaulting Member, as applicable (which period may commence during the ten-ten (10) day notice period provided aboveabove in the case of the Defaulting Member), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Except 9 as set forth below, the non-defaulting Members’ election to pursue any one of long as such remedies shall action is not be deemed to preclude such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided prohibited by law as if such default had not occurredSection 9.2(b); and (iiiii) a Defaulting Member shall not be entitled upon thirty (30) days’ written notice to distributions made after the Default Date until the default is cured; provided, however, that the Company shall have the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member or the Pledge Defaulting Member, as applicable (which period may commence during the ten (10) day notice period provided above in the case of the Defaulting Member) and if such failure has not been cured in full within such thirty (30) day period, compel the Defaulting Member or the Pledge Defaulting Member, as applicable, to sell or transfer all or a portion of its Membership Interest in whole or in part subject to the Company.following: (A) If the other Member notifies the Defaulting Member or the Pledge Defaulting Member, as applicable, to sell or transfer all or a part of its Membership Interest, such Defaulting Member or Pledge Defaulting Member, as applicable, shall do so within sixty (60) days after the expiration of such thirty

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such the Member’s Capital Commitment within ten (10) days after written notice from any the other Member (the “Default Date”) that such the payment is overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at Company if the Company’s expense, if such failure has not been cured in full within such the ten-day period: (i) collect such the unpaid portion (and all attorneys’ fees and other costs incident theretoto the collection) by exercising and/or or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iiiii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8VIII. Except as set forth belowin section 3.03(b), the non-defaulting Members’ Member’s election to pursue any one of such those remedies shall not be deemed to preclude such Members the Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such the default had not occurred; and; (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is curedcured and any distributions to which the Defaulting Member would otherwise have been entitled if the default had not occurred shall be debited against the Capital Account of the Defaulting Member so as to reduce the remaining amount of the default; provided, however, that and (iii) the Company shall not make new Investments after the Default Date until the default is cured, except for those Investments which the Company was committed to make in whole or in part (as evidenced by a commitment letter, term sheet, or letter of intent, or definitive legal documents under which less than all advances have been made) on or before the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the CompanyDefault Date.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment the Drawdown within ten (10) the 10 business days after written notice from any other Member the Due Date (the “Default Date”) that such payment is overdue), each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) cause the Defaulting Member to (A) not share in any Profits or related net proceeds realized by the Company on any disposition of an Investment occurring after the Default Date (regardless of when the Investment was made) and (B) continue to share in any Losses realized by the Company on any disposition of an Investment in which the Defaulting Member participated, in each case until such time as the Defaulting Member funds the unpaid portion of the Drawdown; (ii) collect such unpaid portion of the Drawdown (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (iiiii) pay to the Company cause the Defaulting Member’s unpaid portion Member to sell of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest its Membership Interests as set forth in the Company shall be transferred to such MemberSection 5.1(b); and (iiiiv) upon thirty (30) 30 days’ written notice (which period may shall commence during on the ten-day notice period provided above), Due Date) and provided that the overdue Drawdown payment has not been mademade and no legal action for collection is pending, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ election to pursue any one terms of such remedies shall not be deemed to preclude such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequentlythis Agreement. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) , a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, except that the Company any distributions to would be entitled shall have the right, but not the obligation, be applied to apply cure any such distributions towards the amount otherwise payable by the Defaulting Member to the Companydefault.

Defaulting Members. (a) Upon If a Non-Managing Member fails to pay any amount which it is required to pay to the failure Company on or before the date when such amount is due and payable, such Non-Managing Member shall be deemed to be in default hereunder (a "Defaulting Member"), and written notice of default shall be given to such Non- Managing Member by the Managing Members. The Company shall be entitled to enforce the obligations of each Non-Managing Member to make the contributions to capital specified in this Agreement, and the Company shall have all remedies available at law or in equity in the event any such contribution is not so made. In the event of any Member (legal proceedings relating to a “default by a Defaulting Member”) , such Defaulting Member shall pay all costs and expenses incurred by the Company, including attorneys' fees, if the Company shall prevail. Further, such Defaulting Member shall be obligated to pay the Company interest with respect to the amount of any capital contribution not made when required by this Agreement, with such interest commencing on the date such contribution is initially due and ending on the date such contribution is made to the Company. Such interest shall be calculated on the basis of the then current reference rate announced by ▇▇▇▇▇ Fargo Bank, N.A., or by any other U.S. commercial bank with capital in full any portion excess of such Member’s Capital Commitment Five Hundred Million Dollars ($500,000,000) selected by the Managing Members, plus two percent (2%) per annum. (b) In addition to the remedies provided under Paragraph 5.4(a), if the Defaulting Member does not remedy a default in the payment of a required contribution within ten (10) business days after written notice from any other Member (the “Default Date”) that such payment is overdue, each of the receipt of the notice specified in Paragraph 5.4(a): (i) the Defaulting Member shall no longer have the right (if any) to vote on any Company matter, and (ii) if the Managing Members so elect, the other Members, in its sole discretion, Members shall have the right option to pursue one or more of pay the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the remaining capital call (and, upon such payment, a corresponding portion contributions of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company Member in accordance with Article 8. Except any procedures and in such proportions as set forth below, the non-defaulting Members’ election to pursue any one of such remedies shall not may be deemed to preclude such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that the Company shall have the right, but not the obligation, to apply any such distributions towards the amount otherwise payable established by the Defaulting Member to the Company.Managing Members. In such event, such

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any other Member (the “Default Date”) that such payment is overdue, each of the other Members, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, Company if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iiiii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, either (x) dissolve and wind down the Company in accordance with Article 8, or (y) in the event the defaulting Member is a Voya Member, Solar Senior may acquire such Voya Member’s membership interest in the Company and any outstanding Junior Loans at the then current Value (and be required to assume such Voya Member’s remaining Capital Commitment). Except as set forth below, the non-defaulting Members’ Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that the Company shall have the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Company.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any other Member (the “Default Date”) that such payment is overdue, each of the other Members, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, Company if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all reasonable and documented attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iiiii) upon thirty (30) days’ days written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, either (x) immediately terminate the Reinvestment Period and dissolve and wind down the Company in accordance with Article 89, or (y) acquire the Defaulting Member’s membership interest in the Company at the then current Value in accordance with Section 9.3(e) (and be required to assume such Member’s remaining Capital Commitment). Except as set forth below, the non-defaulting Members’ Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable for its Capital Commitment to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that the Company shall have the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Company.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any other Member (the “Default Date”) that such payment is overdue, each of the other Members, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, Company if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iiiii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, either (x) dissolve and wind down the Company in accordance with Article 8, or (y) in the event the defaulting Member is a Voya Member, Solar may acquire such Voya Member’s membership interest in the Company and any outstanding Junior Loans at the then current Value (and be required to assume such Voya Member’s remaining Capital Commitment). Except as set forth below, the non-defaulting Members’ Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that the Company shall have the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Company.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any the other Member (the “Default Date”) that such payment is overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, Company if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 88 as long as such action is not prohibited by Section 8.2(b); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above) and if such failure has not been cured in full within such thirty-day period, compel the Defaulting Member to sell or transfer all or a portion of its interest in whole or in part subject to the following: (A) If the other Member notifies the Defaulting Member to sell or transfer all or a part of its interest, such Defaulting Member shall do so within sixty (60) days after the expiration of such thirty-day period. (B) Upon any failure of the Defaulting Member, under any circumstances, to sell or transfer all of its interests that are required to be sold within such sixty (60) day period, the other Member may purchase such interest or sell or transfer such interest to a third party or, subject to applicable law, to an Affiliate of a Member or the Company. The price for such sale or transfer shall be not less than the minimum cash purchase price for the Defaulting Member’s interest in the Company as determined by any of Duff & ▇▇▇▇▇▇ Corporation, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc. or Lincoln International, selected by the other Member for a hypothetical sale of such interest to an unaffiliated third party willing to purchase such interest within a ninety (90) day time period; provided, however, that if no such buyer is found within such ninety (90) day period to purchase the Defaulting Member’s interest at such minimum price or a higher price, then the other Member may direct the sale or transfer of the Defaulting Member’s interest at a price and subject to such terms and conditions as it deems commercially reasonable in its good faith judgment and sole discretion, which terms and conditions may include the acceptance by the Defaulting Member of a promissory note issued by the purchaser thereof. (C) To the extent any amounts are owed by a Defaulting Member to a non-Defaulting Member with respect to a Default Loan, any purchase price that would otherwise be payable to the Defaulting Member under this Section 3.3(a)(iii) shall instead first be paid to the non-Defaulting Member pursuant to the terms of Section 3.3(b)(iii) hereof until each such Default Loan (and accrued interest thereon) has been repaid in full with the remainder of such purchase price, if any, payable to the Defaulting Member. Except as set forth below, the non-defaulting Members’ Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that cured and any such distributions to which such Defaulting Member would otherwise have been entitled if such default had not occurred shall be debited against the Capital Account of the Defaulting Member so as to reduce the remaining amount of the default; (ii) the Company shall have not make new Investments after the rightDefault Date until the default is cured except as permitted pursuant to clauses (ii) through (vii) of Valid Company Purposes; and (iii) the non-Defaulting Member(s), but not in its or their sole discretion, may fund all or any portion of the obligationdefaulted amount on behalf of the Defaulting Member(s) with notice to the Board and to the other Members. The Members agree and acknowledge that any amount so funded by the non-Defaulting Member(s) shall be treated as a loan from the non-Defaulting Member(s) to the Defaulting Member(s) (a “Default Loan”), the proceeds of which are used by the Defaulting Member(s) to apply any make a Capital Contribution to the Company which, if in a sufficient amount, may cure a related default by such distributions towards Defaulting Member. A Default Loan shall (A) bear interest from the amount otherwise date of such funding until repaid by the Defaulting Member(s) at a rate equal to the lower of 15% per annum or the maximum rate permitted by applicable law, (B) be pre-payable by the Defaulting Member Member(s) at any time and (C) be fully recourse to the Defaulting Member(s). Until such time that any Default Loan (including any accrued interest thereon) has been fully repaid, (x) any amounts that would otherwise be distributable to the Defaulting Member(s) under Section 5.1(b)(iii) or Section 5.2 hereof shall instead be distributed to the non-Defaulting Member(s) and (y) any purchase price payable to the Defaulting Member(s) in connection with any sale of its or their respective interests in the Company shall first be payable to the non-Defaulting Members until the repayment in full of the Default Loan(s) (including any accrued interest thereon) proportionate to the amount of Default Loan(s) so extended by the non-Defaulting Member(s) to such Defaulting Member(s). Any amounts distributed to the non-Defaulting Member(s) pursuant to the previous sentence shall be treated as for all purposes of this Agreement and for U.S. federal, state and local income tax purposes as having been made by the Company to the Defaulting Member notwithstanding the Company’s distribution of such amounts to the non-Defaulting Member(s) and any amounts distributed or payable to the non-Defaulting Member(s) pursuant to the previous sentence shall reduce the amounts owed to the non-Defaulting Member(s) under the related Default Loan, first as to interest and then as to principal. (c) If any Member fails to pay in full any portion of such Member’s Capital Commitment when due in connection with a capital call pursuant to the terms of a Subscription Facility, the other Members shall be obligated to fund any subsequent call for Capital Contributions made in accordance with Section 3.1 in connection with a capital call pursuant to the terms of a Subscription Facility to make up for such shortfall (regardless of the last sentence of Section 3.1(a)), provided that in no event shall a Member be obligated to fund more than its Capital Commitment.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any the other Member (the “Default Date”) that such payment is overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, Company if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8VIII as long as such action is not prohibited by Section 8.02(b); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above) and if such failure has not been cured in full within such thirty-day period, compel the Defaulting Member to sell or transfer all or a portion of its interest in whole or in part subject to the following: 1) If the other Member notifies the Defaulting Member to sell or transfer all or a part of its interest, such Defaulting Member shall do so within sixty (60) days after the expiration of such thirty-day period; provided, however, that the non-Defaulting Member must consent, in its sole discretion, to such transfer and such transfer must otherwise be in accordance with Section 7.01 hereof. 2) Upon any failure of the Defaulting Member, under any circumstances, to sell or transfer all of its interests that are required to be sold within such sixty (60) day period, the other Member may purchase such interest or sell or transfer such interest to a third party or, subject to applicable law, to an Affiliate of a Member or the Company. The price for such sale or transfer shall be not less than the minimum cash purchase price for the Defaulting Member’s interest in the Company as determined by the Independent Valuation Firm selected by the other Member for a hypothetical sale of such interest to an unaffiliated third party willing to purchase such interest within a ninety (90) day time period; provided, however, that if no such buyer is found within such ninety (90) day period to purchase the Defaulting Member’s interest at such minimum price or a higher price, then the other Member may direct the sale or transfer of the Defaulting Member’s interest at a price and subject to such terms and conditions as it deems commercially reasonable in its good faith judgment and sole discretion, which terms and conditions may include the acceptance by the Defaulting Member of a promissory note issued by the purchaser thereof. 3) To the extent any amounts are owed by a Defaulting Member to a non-Defaulting Member with respect to a Default Loan, any purchase price that would otherwise be payable to the Defaulting Member under this Section 3.03(a)(iii) shall instead first be paid to the non-Defaulting Member pursuant to the terms of Section 3.03(b)(iii) hereof until each such Default Loan (and accrued interest thereon) has been repaid in full with the remainder of such purchase price, if any, payable to the Defaulting Member. Except as set forth below, the non-defaulting Members’ Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that cured and any such distributions to which such Defaulting Member would otherwise have been entitled if such default had not occurred shall be debited against the Capital Account of the Defaulting Member so as to reduce the remaining amount of the default; (ii) the Company shall have not make new Investments after the rightDefault Date until the default is cured except as permitted pursuant to clauses (ii) through (vii) of Valid Company Purposes; and (iii) the non-Defaulting Member(s), but not in its or their sole discretion, may fund all or any portion of the obligationdefaulted amount on behalf of the Defaulting Member(s) with notice to the other Members, if applicable. The Members agree and acknowledge that any amount so funded by the non-Defaulting Member(s) shall be treated as a loan from the non-Defaulting Member(s) to apply any the Defaulting Member(s) (a “Default Loan”), the proceeds of which are used by the Defaulting Member(s) to make a Capital Contribution to the Company which, if in a sufficient amount, may cure a related default by such distributions towards Defaulting Member. A Default Loan shall (A) bear interest from the amount otherwise date of such funding until repaid by the Defaulting Member(s) at a rate equal to the lower of 15% per annum or the maximum rate permitted by applicable law, (B) be pre-payable by the Defaulting Member Member(s) at any time and (C) be fully recourse to the Defaulting Member(s). Until such time that any Default Loan (including any accrued interest thereon) has been fully repaid, (x) any amounts that would otherwise be distributable to the Defaulting Member(s) under Section 5.01(b)(iii) or Section 5.02 hereof shall instead be distributed to the non-Defaulting Member(s) and (y) any purchase price payable to the Defaulting Member(s) in connection with any sale of its or their respective interests in the Company shall first be payable to the non-Defaulting Members until the repayment in full of the Default Loan(s) (including any accrued interest thereon) proportionate to the amount of Default Loan(s) so extended by the non-Defaulting Member(s) to such Defaulting Member(s). Any amounts distributed to the non-Defaulting Member(s) pursuant to the previous sentence shall be treated as for all purposes of this Agreement and for U.S. federal, state and local income tax purposes as having been made by the Company to the Defaulting Member notwithstanding the Company’s distribution of such amounts to the non-Defaulting Member(s) and any amounts distributed or payable to the non-Defaulting Member(s) pursuant to the previous sentence shall reduce the amounts owed to the non-Defaulting Member(s) under the related Default Loan, first as to interest and then as to principal.

Defaulting Members. (a) Upon the failure of If any Member (a “"Defaulting Member”") fails to pay in ------------------ ----------------- make full payment of any portion of such Member’s any additional Capital Commitment within ten (10) days after written notice from Contribution called by the Managing Member pursuant to Section 3.5(c), the Managing Member may -------------- undertake any other Member (the “Default Date”) that such payment is overdue, each of the other Members, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day periodsteps: (ia) collect such unpaid portion (The Managing Member may pursue and enforce all attorneys’ fees rights and other costs incident thereto) by exercising and/or pursuing any legal remedy remedies the Company may have; (ii) pay to the Company the have against such Defaulting Member’s unpaid portion of the capital call (and, upon such payment, including a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred lawsuit to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that collect the overdue payment has not been madeamount, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ election interest calculated thereon at a rate equal to pursue any one of such remedies shall not be deemed to preclude such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently12%. (b) Notwithstanding any provision of this Agreement anything herein to the contrary, , from and after any date on which a Defaulting Member's fails to make any additional Capital Contribution pursuant to Section 3.5(c), if such Defaulting Member continues -------------- to hold Units, (i) a such Defaulting Member shall remain fully liable have no right to receive any distributions from the Company until such time as the amount of distributions that would have been made to the creditors Defaulting Member shall have been reduced by an amount equal to the sum of (A) an amount equal to 18% per annum, compounded annually, of the Company unpaid additional Capital Contribution and (B) an amount equal to the extent provided by law as if unpaid Capital Contribution, and such default had not occurred; and reduced amount shall have been distributed to the Investors other than the Defaulting Member pursuant to Section 5.2(b), (ii) a such Defaulting Member Member's Capital Account -------------- shall not be entitled credited with such Defaulting Member's share of items of income and gain allocated to distributions made after the Default Date until the default is cured; provided, however, that the Company shall have the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member pursuant to the Company.Article V, and (iii) --------- such Defaulting Member's Capital Account shall continue to be debited for such Defaulting Member's share of items of loss, deduction and expense allocated to such Defaulting Member pursuant to Article V. --------- 11

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) business days after written notice from any other Member that such payment is overdue (the “Default Date”) that such payment is overdue), each any of the other Members, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, Company if such failure has not been cured in full within such ten-ten (10) business day period: (i) seek to collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or or pursuing any legal remedy the Company may have;; and (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call upon ten (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii10) upon thirty (30) business days’ written notice to the other Members (which period may commence during the ten-business day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; andoccurred and shall remain subject to Section 2.6; (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is curedcured and any such distributions to which such Defaulting Member would otherwise have been entitled if such default had not occurred shall be debited against the Capital Account of the Defaulting Member so as to reduce the remaining amount of the default; provided, however, that and (iii) the Company shall have not make new Investments after the right, but not Default Date until the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Companydefault is cured.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment Contribution within ten (10) days after written notice from any the other Member (the “Default Date”) that such payment is overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, Company if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; ; and (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is curedcured and any such distributions to which such Defaulting Member would otherwise have been entitled if such default had not occurred shall be debited against the Capital Account of the Defaulting Member so as to reduce the remaining amount of the default; provided, however, that and (ii) the Company shall have not make new Investments after the right, but not Default Date until the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Companydefault is cured.

Defaulting Members. (a) Upon the failure of any Member (i) committing to purchase Participation Securities in accordance with Section 5.4 and (ii) failing to pay for such Participation Securities such Member committed to purchase when such amount is due and payable, such Member shall be in default (a “Defaulting Member”) to pay in full any portion ). The Board of such Member’s Capital Commitment within ten Managers (10) days after written notice from any other Member (acting by the “Default Date”) that such payment is overdue, each vote of Managers designated by Designated Members holding a majority of the other Memberstotal Membership Percentage Interests, in its sole discretion, shall have excluding the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion Membership Percentage Interest of the Defaulting Member’s interest ) may, in the Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above)its reasonable discretion, and provided determine that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Except as set forth below, the non-defaulting Members’ election to pursue any one of such remedies shall not be deemed to preclude such Members from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable (i) be required to transfer to any non-defaulting Member or other Person the creditors amount of its Membership Interests equal to such Defaulting Member’s Capital Contributions at a transfer price equal to such Defaulting Member’s Capital Contributions; (ii) be prohibited from exercising any consent right to which such Defaulting Member would otherwise be entitled and, if applicable, shall be prohibited from appointing any Manager of the Company pursuant to Section 4.1; (iii) to the extent provided permitted by law as if such default had not occurred; and (ii) a Defaulting Member shall Law, not be entitled to distributions made after the Default Date have a right of consent or voting rights in any matter subject to this Agreement until the default is cured; providedand/or (iv) pursue any other legal or equitable remedy available to the Company or the Founding Members. The foregoing remedies are not exclusive and the Board of Managers (acting by the vote of Managers designated by Designated Members holding a majority of the total Membership Percentage Interests, howeverexcluding the Membership Percentage Interests of the Defaulting Member) may, in its discretion, waive any of these remedies against a Defaulting Member. (b) Upon, any Member (i) becoming subject to any final, binding, unappealable order of the Commission ordering such Member or any member of the board of directors, executive officer or manager (within the meaning of the Act) of such Member, as applicable, to cease and desist from committing or causing a violation of or future violation of any scienter-based anti-fraud provision of the federal securities Laws; (ii) becoming subject to any final, binding, unappealable order of the Commission entered pursuant to Section 15(b) or 15B(c) of the Exchange Act or Section 203(e) or 203(f) of the Investment Advisers Act of 1940, that places limitations on the activities, functions or operations of such Member or any member of the board of directors, executive officer or manager (within the meaning of the Act) of such Member that would materially adversely affect the Company; (iii) becoming subject to a final, binding, unappealable order of a state securities commission (or any agency or officer of such state performing like functions), that bars such Member or any member of the board of directors, executive officer or manager (within the meaning of the Act) of such Member from association with an entity regulated by such commission or engaging in the business of securities in such state; (iv) failing to make a payment required under the Purchase Agreement (expressly excluding payments arising pursuant to Section 2.3 of the Purchase Agreement); or [*], then, in each case, such Member shall be in a major default (a “Major Defaulting Member”). The Board of Managers (acting by the unanimous vote of Managers designated by Members excluding the Membership Percentage Interest of the Major Defaulting Member), may, in its discretion, determine that such Major Defaulting Member (A) shall immediately cease to be a Member of the Company, [*]. ALL MEMBERS IN THEIR CAPACITY AS A MEMBER HEREUNDER, ACKNOWLEDGE AND UNDERSTAND THAT THIS SECTION 5.3(b) MAY RESULT IN ANY MEMBERSHIP INTEREST HELD BY SUCH MEMBER AND ITS AFFILIATES AND SUCH MEMBER’S RIGHTS AND STATUS AS A MEMBER BEING SUBJECT TO FORFEITURE IN ACCORDANCE WITH THIS SECTION 5.3(b). (c) Following a forfeiture pursuant to Section 5.3(b), the Major Defaulting Member Default Interests shall be allocated to each Member other than such Major Defaulting Member, in an amount equal to [*]. (d) It is expressly understood and agreed that although each Member and the Company consider the restrictions contained in this Section 5.3 to be reasonable, if a final determination is made by an arbitrator to whom the parties have assigned the matter or a court of competent jurisdiction that any restriction contained in this Section 5.3 is an unenforceable restriction against any Member, the provisions of this Agreement shall have the right, not be rendered void but not the obligation, shall be reformed to apply as to such maximum time and to such maximum extent as such arbitrator or court may determine or indicate to be enforceable. Alternatively, if such arbitrator or court finds that any restriction contained in this Section 5.3 is unenforceable, and such distributions towards restriction cannot be reformed so as to make it enforceable, such finding shall not affect the amount otherwise payable by enforceability of any of the Defaulting Member to the Companyother restrictions contained herein.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such the Member’s Capital Commitment within ten (10) days after written notice from any the other Member (the “Default Date”) that such the payment is overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at Company if the Company’s expense, if such failure has not been cured in full within such the ten-day period: (i) collect such the unpaid portion (and all attorneys’ fees and other costs incident theretoto the collection) by exercising and/or or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iiiii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8VIII. Except as set forth belowin Section 3.03(b), the non-defaulting Members’ Member’s election to pursue any one of such those remedies shall not be deemed to preclude such Members the Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such the default had not occurred; and; (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is curedcured and any distributions to which the Defaulting Member would otherwise have been entitled if the default had not occurred shall be applied to cure any default; provided, however, that and (iii) the Company shall not make new Investments after the Default Date until the default is cured, except for those Investments which the Company was committed to make in whole or in part (as evidenced by a commitment letter, term sheet, or letter of intent, or definitive legal documents under which less than all advances have been made) on or before the right, but not the obligation, to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the CompanyDefault Date.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten (10) days after written notice from any the other Member (the “Default Date”) that such payment is overdue, each of the other MembersMember, in its sole discretion, shall have the right to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, Company if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay to the Company the Defaulting Member’s unpaid portion of the capital call (and, upon such payment, a corresponding portion of the Defaulting Member’s interest in the Company shall be transferred to such Member); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8VIII as long as such action is not prohibited by Section 8.02(b); and (iii) upon thirty (30) days’ written notice (which period may commence during the ten-day notice period provided above) and if such failure has not been cured in full within such thirty-day period, compel the Defaulting Member to sell or transfer all or a portion of its interest in whole or in part subject to the following: 1) If the other Member notifies the Defaulting Member to sell or transfer all or a part of its interest, such Defaulting Member shall do so within sixty (60) days after the expiration of such thirty-day period; provided, however, that the non-Defaulting Member must consent, in its sole discretion, to such transfer and such transfer must otherwise be in accordance with Section 7.01 hereof. 2) Upon any failure of the Defaulting Member, under any circumstances, to sell or transfer all of its interests that are required to be sold within such sixty (60) day period, the other Member may purchase such interest or sell or transfer such interest to a third party or, subject to applicable law, to an Affiliate of a Member or the Company. The price for such sale or transfer shall be not less than the minimum cash purchase price for the Defaulting Member’s interest in the Company as determined by the Independent Valuation Firm for a hypothetical sale of such interest to an unaffiliated third party willing to purchase such interest within a ninety (90) day time period; provided, however, that if no such buyer is found within such ninety (90) day period to purchase the Defaulting Member’s interest at such minimum price or a higher price, then the other Member may direct the sale or transfer of the Defaulting Member’s interest at a price and subject to such terms and conditions as it deems commercially reasonable in its good faith judgment and sole discretion, which terms and conditions may include the acceptance by the Defaulting Member of a promissory note issued by the purchaser thereof. 3) To the extent any amounts are owed by a Defaulting Member to a non-Defaulting Member with respect to a Default Loan, any purchase price that would otherwise be payable to the Defaulting Member under this Section 3.02(a)(iii) shall instead first be paid to the non-Defaulting Member pursuant to the terms of Section 3.02(b)(iii) hereof until each such Default Loan (and accrued interest thereon) has been repaid in full with the remainder of such purchase price, if any, payable to the Defaulting Member. Except as set forth below, the non-defaulting Members’ Member’s election to pursue any one of such remedies shall not be deemed to preclude such Members Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; provided, however, that cured and any such distributions to which such Defaulting Member would otherwise have been entitled if such default had not occurred shall be debited against the Capital Account of the Defaulting Member so as to reduce the remaining amount of the default; (ii) the Company shall have not make new Investments after the rightDefault Date until the default is cured except as permitted pursuant to clauses (ii) through (vii) of Valid Company Purposes; and (iii) the non-Defaulting Member(s), but not in its or their sole discretion, may fund all or any portion of the obligationdefaulted amount on behalf of the Defaulting Member(s) with notice to the other Members, if applicable. The Members agree and acknowledge that any amount so funded by the non-Defaulting Member(s) shall be treated as a loan from the non-Defaulting Member(s) to apply any the Defaulting Member(s) (a “Default Loan”), the proceeds of which are used by the Defaulting Member(s) to make a Capital Contribution to the Company which, if in a sufficient amount, may cure a related default by such distributions towards Defaulting Member. A Default Loan shall (A) bear interest from the amount otherwise date of such funding until repaid by the Defaulting Member(s) at a rate equal to the lower of 15% per annum or the maximum rate permitted by applicable law, (B) be pre-payable by the Defaulting Member Member(s) at any time and (C) be fully recourse to the Defaulting Member(s). Until such time that any Default Loan (including any accrued interest thereon) has been fully repaid, (x) any amounts that would otherwise be distributable to the Defaulting Member(s) under Section 5.01(b)(iii) or Section 5.02 hereof shall instead be distributed to the non-Defaulting Member(s) and (y) any purchase price payable to the Defaulting Member(s) in connection with any sale of its or their respective interests in the Company shall first be payable to the non-Defaulting Members until the repayment in full of the Default Loan(s) (including any accrued interest thereon) proportionate to the amount of Default Loan(s) so extended by the non-Defaulting Member(s) to such Defaulting Member(s). Any amounts distributed to the non-Defaulting Member(s) pursuant to the previous sentence shall be treated as for all purposes of this Agreement and for U.S. federal, state and local income tax purposes as having been made by the Company to the Defaulting Member notwithstanding the Company’s distribution of such amounts to the non-Defaulting Member(s) and any amounts distributed or payable to the non-Defaulting Member(s) pursuant to the previous sentence shall reduce the amounts owed to the non-Defaulting Member(s) under the related Default Loan, first as to interest and then as to principal.

Defaulting Members. (a) Upon the failure of any Member (a “Defaulting Member”) to pay in full any portion of such Member’s Capital Commitment within ten the time period specified in the related Capital Call Notice (10the Business Day next succeeding the tenth (10th) days after written notice from any other Member (Business Day immediately following the expiration of such time period being the “Default Date”) that such payment is overduein accordance with Section 3.1(a), each of the other Membersnon-Defaulting Member, in its sole discretion, shall have the right right, without notice to the Defaulting Member, to pursue one or more of the following remedies on behalf of the Company, and at the Company’s expense, if such failure has not been cured in full within such ten-day period: (i) collect such unpaid portion (and all attorneys’ fees and other costs incident thereto) by exercising and/or pursuing any legal remedy the Company may have; (ii) pay contribute such unpaid portion to the Company, which amount shall be deemed a Temporary Advance and returned to the non-defaulting Member pursuant to Section 3.2 hereof; (iii) charge interest on the unpaid balance of any overdue Capital Commitment at a rate equal to the Default Rate, from the date such balance was due and payable through the date full payment for such Capital Commitment is actually made; and/or (iv) exercise all rights of a secured creditor at law or in equity, including the right to sell all of the interest in the Company held by the Defaulting Member to the Company or another Person (including, without limitation, an existing Member) at a price equal to the Capital Account of the Defaulting Member adjusted to reflect the Value of the Company as determined as of the date of the last valuation pursuant to Section 9.4 (and be required to assume the Defaulting Member’s unpaid portion remaining Capital Commitment), with the proceeds from such sale to be applied in the following order: first, to the payment of the capital call (andexpenses of the sale; second, upon such paymentto the payment of the expenses of the Company resulting from the default, a corresponding portion including court costs and penalties, if any, and reasonable attorneys’ fees and costs; third, to the payment of all amounts due from the Defaulting Member to the Company, including the amount of the Defaulting Member’s Capital Contribution required pursuant to the related Capital Call Notice and interest in due thereon pursuant to Section 3.3(a)(iii); fourth, to the Defaulting Member, an amount up to fifty percent (50%) of the amount the Defaulting Member previously contributed to the Company shall be transferred less any distributions previously made to such the Defaulting Member); and (iii) upon thirty (30) days’ written notice (which period may commence during and thereafter, any remainder to the ten-day notice period provided above), and provided that the overdue payment has not been made, dissolve and wind down the Company in accordance with Article 8. Company; Except as set forth below, the non-defaulting Members’ Defaulting Member’s election to pursue any one of such remedies shall not be deemed to preclude the Company or such Members non-Defaulting Member from pursuing any other such remedy, or any other available remedy, simultaneously or subsequently. For the avoidance of doubt, if applicable, a Member shall not be deemed to be a Defaulting Member until the resolution of any dispute as to whether the Member failed to pay in full any portion of such Member’s Capital Commitment within the time period specified in the related Capital Call Notice in accordance with Section 3.1(a). (b) Notwithstanding any provision of this Agreement to the contrary, (i) a Defaulting Member shall remain fully liable to the creditors of the Company to the extent provided by law as if such default had not occurred; and; (ii) a Defaulting Member shall not be entitled to distributions made after the Default Date until the default is cured; (iii) a default may be cured by a Defaulting Member within ten days by contribution to the Company of an amount equal to the sum of the unpaid balance of any overdue Capital Commitment_plus interest accrued therein at the Default Rate; provided, however, that and (iv) the Company shall have not make new Investments after the rightDefault Date until the default is cured, but not the obligation, except as permitted pursuant to apply any such distributions towards the amount otherwise payable by the Defaulting Member to the Companyclauses (ii) through (viii) of Valid Company Purposes.