Common use of Defaulting Members Clause in Contracts

Defaulting Members. (a) If any Member fails to make any Capital Contribution Obligation payment when due, then interest shall accrue on the delinquent payment amount at the Reference Rate plus five percent (5%) until paid. This shall not be an exclusive remedy, but shall be in addition to all other remedies of the Company and the other Members. (b) In the event that at any time or for any reason a Member (each a “Delinquent Member”) fails to fulfill it’s Operating Capital Contribution Obligation on or before the date due thereof, then and in that event the Manager or other Member acting for an on behalf of the Company may cause written notice of such default to be given to the Delinquent Member. If the payment default shall continue for a period of fifteen (15) days after the date of written notice of default, then the other Members (each a “Contributing Member”) if willing to do so, may upon written notice to the other Members pay the Delinquent Member’s Operating Capital Contribution in excess of such Member’s Percentage Interest and shall have the option to treat that amount as an additional Capital Contribution or as a demand loan to the Delinquent Member (which shall accrue interest at the Reference Rate plus 5% until paid), which election shall be made, in writing, at the same time the contribution is made. If there is more than one Contributing Member, then the Contributing Members may allocate such contribution by them and in no event shall either of them have the right without mutual written agreement to make a contribution more than a pro rata amount according to their respective Percentage Interests. If a Contributing Member fails to make said election, the contribution shall be deemed to be an additional Capital Contribution. If a Contributing Member elects to treat the contribution as an additional Capital Contribution such funds shall be allocated to such Member’s Capital Account and such Member’s Membership Interest, Membership Units and Percentage Interest shall be adjusted by the Manager following such Capital Contribution to reflect the new amounts based on the Agreed Value as of the time of the Capital Contribution as determined by the Manager, whose determination shall be binding and conclusive on the parties hereto. If a Contributing Member treats such contribution as a demand loan to the Defaulting Member, then from and after the date of the contribution by the Contributing Member or Members, distributions from the Company due to the Defaulting Member shall be paid to the Contributing Member or Members in proportion to the amount so contributed by each such Contributing Member, and such payments shall continue until such time as the principal and interest of all loans to the Defaulting Member are paid in full with interest as set forth above. Additionally, the Contributing Member may pursue any and all legal rights and remedies to collect the demand loan together with accrued interest thereon.

Defaulting Members. (a) If at any time any Member fails to make all or any portion of any required Capital Contribution Obligation payment when due, then interest shall accrue on the delinquent payment amount at date specified therefor in accordance with Section 4.2 and such failure shall continue beyond ten (10) Business Days from the Reference Rate plus five percent date such Capital Contribution is due (5%) until paid. This shall not be an exclusive remedyeach, but a “Payment Default”), the Member failing to pay such amounts shall be in addition deemed to all other remedies of the Company and the other Membersbe a Defaulting Member under Article XVI. (b) In addition, without limiting any other remedies that may be available pursuant to Article XVI, upon the event that at occurrence of any time or for any reason a Payment Default, the non-defaulting Member (each a the “Delinquent Non-Defaulting Member”) fails to fulfill it’s Operating Capital Contribution Obligation on or before the date due thereofmay, then in its sole discretion and in that event the Manager or other Member acting for an on behalf of the Company may cause written notice of such default to be given to the Delinquent Member. If the payment default shall continue for a period of fifteen (15) days after the date of written notice of default, then the other Members (each a “Contributing Member”) if willing to do so, may upon written notice to the other Members pay Defaulting Member and the Delinquent Company, contribute to the Company the Defaulting Member’s Operating Capital Contribution in excess share of such requested amount, in which case the Non-Defaulting Member shall designate all of such amount made by the Non-Defaulting Member in respect of the related request therefor (including both the Non-Defaulting Member’s Percentage Interest and shall have and, if it elects to contribute such amount, the option to treat that amount as an additional Capital Contribution or Defaulting Member’s portion thereof) as a demand loan by the Non-Defaulting Member to the Delinquent Company (a “Default Loan”). The making of a Default Loan by a Non-Defaulting Member shall not constitute a cure of the breach by the Defaulting Member of its obligations pursuant to this Article IV. Each Default Loan (which i) shall accrue be a loan by the Non-Defaulting Member to the Company, (ii) shall bear interest at the Reference Default Rate plus 5% until paid), which election and (iii) shall be made, in writing, at repaid on a priority basis from Operating Cash and Capital Proceeds (with all costs associated with the same time Default Loan being the contribution is made. If there is more than one Contributing Member, then the Contributing Members may allocate such contribution by them and in no event shall either responsibility of them have the right without mutual written agreement to make a contribution more than a pro rata amount according to their respective Percentage Interests. If a Contributing Member fails to make said election, the contribution shall be deemed to be an additional Capital Contribution. If a Contributing Member elects to treat the contribution as an additional Capital Contribution such funds shall be allocated to such Member’s Capital Account and such Member’s Membership Interest, Membership Units and Percentage Interest shall be adjusted by the Manager following such Capital Contribution to reflect the new amounts based on the Agreed Value as of the time of the Capital Contribution as determined by the Manager, whose determination shall be binding and conclusive on the parties hereto. If a Contributing Member treats such contribution as a demand loan to the Defaulting Member, then from except that the repayment of principal and after the date interest shall be a Company obligation). The Capital Account of the contribution by the Contributing Member or Members, distributions from the Company due to the Non-Defaulting Member shall not be paid to the Contributing Member or Members in proportion to credited with the amount so contributed by each such Contributing of any Capital Contribution designated as a Default Loan. The repayment of a Default Loan and payment or reimbursement of any interest or expenses thereunder shall not constitute a return of Capital Contributions, shall not reduce the Non-Defaulting Member’s Capital Account, and the receipt of such payments amounts shall continue until such time as not be considered for purposes of determining the principal and interest Internal Rate of all loans to Return of the Non-Defaulting Member are paid hereunder. In the event Investor makes a Default Loan, such Default Loan shall be structured in full with interest a manner that Investor reasonably determines is necessary to ensure such Default Loan’s treatment as set forth above. Additionally, a “real estate asset” for purposes of Section 856(c)(5) of the Contributing Member may pursue any and all legal rights and remedies to collect the demand loan together with accrued interest thereonCode.

Defaulting Members. (a) If any Member (a “Defaulting Member”) fails to make any Capital Contribution Obligation full payment when duedue (a “Payment Default”) of any portion of its Capital Commitment or any other payment required under this Agreement or such Member’s Subscription Agreement for its Units in the Company (the amount of such defaulted payments in the aggregate, then including all accrued and unpaid interest shall accrue thereon, and together with any other unpaid amounts that are due and owing by such Member thereunder, the “Defaulted Amounts”) and such Payment Default is not cured within ten (10) business days after written notice to such Defaulting Member from the Managing Member with respect to such Payment Default, the Managing Member in its sole discretion, on its own behalf or on behalf of the delinquent payment amount at the Reference Rate plus five percent Company, may (5%) until paid. This but shall not be an exclusive remedyobligated to) pursue and enforce any and all rights and remedies the Company and/or the Managing Member may have against such Defaulting Member at law, but shall be in equity or pursuant to any other provision of this Agreement or otherwise with respect thereto, including taking any one or more of the following actions in any order of priority: (i) In addition to all other remedies Defaulted Amounts owed by the Defaulting Member, the Company may (A) accrue and collect interest computed on all Defaulted Amounts and any amount due to the Company or the Managing Member pursuant to this Section 14.3 at an annual compounded rate of ten percentage (10%) points per annum (or if limited by applicable law, the highest rate per annum permitted by applicable law), and/or (B) require reimbursement from the Defaulting Member for all out-of-pocket expenses (including for attorneys’ fees) incurred by the Company and the Managing Member in connection with the collection and other efforts in respect of the Defaulted Amounts (which payment of such interest and expense reimbursement shall not be treated as a Capital Contribution by the Defaulting Member). The Managing Member may require the payment of such interest and expense reimbursement whether or not it exercises any rights or remedies. (ii) So long as any Defaulted Amounts remain unpaid, the Company may withhold all distributions (or portions thereof) that would otherwise be made to the Defaulting Member pursuant to this Agreement and apply such withheld distributions to offset any Defaulted Amounts owing by the Defaulting Member to the Company or the Managing Member under this Agreement or any other agreement. (iii) The Managing Member may assist the Defaulting Member in finding a buyer for all or any part of the Defaulting Member’s Units in the Company; provided that the Managing Member shall not have any obligation to contact any particular Member or other Person with regard to such sale and shall have no liability to any Member, including the Defaulting Member, if no such buyer is found. (iv) The Company and the Managing Member may pursue a lawsuit to collect the Defaulted Amounts due to the Company and the Managing Member including amounts owed pursuant to Section 14.3(a)(i) and/or 14.3(a)(ix). The Managing Member may require the payment of such interest and expense reimbursement whether or not it exercises any rights or remedies. (v) Subject to Section 14.3(a)(vii), the Managing Member may cause the Defaulting Member to forfeit up to fifty percent (50%) of its Units in the Company without payment or other consideration therefor, and the Managing Member shall offer to transfer, for no consideration, such forfeited Units of the Defaulting Member to the other Members (other than any Defaulting Members) pro rata according to their respective Capital Commitments or the forfeited Units may be cancelled. The Managing Member shall provide a notice to each Member (other than Defaulting Members) setting forth the amount of the forfeited Units of the Defaulting Member offered to such Member. In the event that any Member does not elect to accept its pro rata share of the forfeited Units of a Defaulting Member, such forfeited Units will be offered again by the Managing Member according to the provisions of this Section 14.3(a)(v) as if such forfeited Units had not previously been offered until either all of such Units are acquired or no Member wishes to accept any further portion. (vi) Subject to Section 14.3(a)(vii), to the extent a Defaulting Member’s Units are not forfeited and reallocated pursuant to Section 14.3(a)(v) (including the remaining portion of such Defaulting Member’s Units not subject to forfeiture), the Managing Member may offer to the other Members (other than any Defaulting Members) the portion of the Defaulting Member’s Units that are not forfeited and reallocated pursuant to Section 14.3(a)(v) at the applicable NAV per Unit on the effective date such Defaulting Member’s interest is sold. If the remaining portion of the Defaulting Member’s Units are not purchased in the manner set forth herein, the Managing Member in its sole discretion may offer the remaining Units to a third party or parties on terms not more favorable than originally offered to the Members, in which case such third party or parties shall, as a condition of purchasing such interest, become a party to this Agreement. (vii) The Managing Member may reduce (and such reduction shall be deemed to be effective as of the actual date of the Payment Default, without giving effect to any applicable cure period, or as of such later date as is determined by the Managing Member) any portion of such Defaulting Member’s Capital Commitment (which has not been assumed by another Partner or third party) to the amount of the Capital Contributions (which have not been acquired by another Partner or third party) made by such Defaulting Member and the aggregate Capital Commitments of the Company shall be commensurately reduced; provided that no such reduction in a Defaulting Member’s Capital Contribution shall be effective as against a Lender that has advanced funds to the Company on account of such Capital Commitment. (b) No consent of any Member shall be required as a condition precedent to any Transfer of a Defaulting Member’s Units, or the admission of a transferee as a substitute Member with respect to such Units, pursuant to this Section 14.3. (c) The Managing Member shall handle the procedures of making the offers set forth in this Section 14.3 and shall in its discretion set time limits for acceptance. In connection with any purchase of Units pursuant to this Section 14.3, upon the Managing Member’s request, the Defaulting Member shall make customary representations and warranties to each purchaser and will execute a customary transfer agreement. (d) The failure of any Member to fulfill an obligation hereunder shall not relieve any other Member of any of its obligations under this Agreement. (e) Notwithstanding the notice requirements of Section 4.2, additional Capital Contributions may be called by the Managing Member on five (5) business days’ notice following a Member failing to fund any amount due pursuant to a Capital Call Notice. In addition, the Managing Member is authorized to apply amounts that would otherwise be distributed to a Member to satisfy such Member’s obligation to make a Capital Contribution pursuant to Section 4.2 or any other payment required under this Agreement. Such amounts applied shall be deemed distributed to such Member by the Company and then contributed by such Member to the Company as Capital Contributions or paid by such Partner to the Company, as applicable. (f) Notwithstanding anything in this Agreement to the contrary and unless otherwise determined by the Managing Member in its sole discretion, during any period of time that a Member is a Defaulting Member, such Defaulting Member shall not be entitled to receive any of the reports, or information contained therein, or any other information regarding the Company or any investment, other than (i) a statement of such Defaulting Member’s closing Capital Account balance as and when provided by the Managing Member to the other Members, (ii) the Defaulting Member’s Schedule K-1s, as and when provided by the Managing Member to the other Members, and (iii) any additional reports and information that are required by applicable law. (g) Each Member hereby acknowledges that certain provisions of this Agreement (including this Section 14.3) provide for specific consequences in the event of a breach of this Agreement by a Partner. Each Partner hereby agrees that at any time or for any reason the default provisions of this Agreement are fair and reasonable and, in light of the difficulty of determining actual damages, represent a Member (each a “Delinquent Member”) fails prior agreement among the Partners as to fulfill it’s Operating Capital Contribution Obligation on or before appropriate liquidated damages. Without limiting the date due thereofgeneral effect of the preceding sentence, then the Partners hereby specifically acknowledge and in agree that event the Manager or other Member acting for an on behalf enforceability of this Section 14.3 is essential to the stability of the Company may cause written notice of such default to be given as an organization and to the Delinquent ability of the Company to effectively serve its purpose and conduct its business operations. (h) Each Member hereby specifically agrees that, in the event such Member becomes a Defaulting Member. If , regardless of the payment default reason therefor, such Member shall continue for a period not be entitled to claim that the Company or any of fifteen (15) days after the date of written notice of default, then the other Members (each a “Contributing Member”) if willing to do soare precluded, may upon written notice to on the basis of any fiduciary or other Members pay the Delinquent Member’s Operating Capital Contribution duty arising in excess respect of such Member’s Percentage Interest and shall have the option to treat that amount status as an additional Capital Contribution such or as a demand loan to the Delinquent Member (which shall accrue interest at the Reference Rate plus 5% until paid)other equitable claim or theory, which election shall be made, in writing, at the same time the contribution is made. If there is more than one Contributing Member, then the Contributing Members may allocate such contribution by them and in no event shall either of them have the right without mutual written agreement to make a contribution more than a pro rata amount according to their respective Percentage Interests. If a Contributing Member fails to make said election, the contribution shall be deemed to be an additional Capital Contribution. If a Contributing Member elects to treat the contribution as an additional Capital Contribution such funds shall be allocated to such Member’s Capital Account and such Member’s Membership Interest, Membership Units and Percentage Interest shall be adjusted by the Manager following such Capital Contribution to reflect the new amounts based on the Agreed Value as from seeking any of the time of the Capital Contribution as determined by the Manager, whose determination shall be binding and conclusive on the parties hereto. If a Contributing Member treats such contribution as a demand loan to the Defaulting Member, then from and after the date of the contribution by the Contributing Member penalties or Members, distributions from the Company due to the Defaulting Member shall be paid to the Contributing Member other remedies permitted under this Agreement or Members in proportion to the amount so contributed by each such Contributing Member, and such payments shall continue until such time as the principal and interest of all loans to the Defaulting Member are paid in full with interest as set forth above. Additionally, the Contributing Member may pursue any and all legal rights and remedies to collect the demand loan together with accrued interest thereonapplicable law.

Defaulting Members. (a) If any Member fails to make any Capital Contribution Obligation payment when duecontribute the full amount of its Additional Contributions required to be made pursuant to this Section 2 on or prior to the date (the "Due Date") specified in the Call Notice (such Member, then interest shall accrue on the delinquent payment amount at the Reference Rate plus five percent (5%) until paid. This shall not be an exclusive remedya "Defaulting Member"), but shall be then, in addition to all other such Member losing its voting rights under this Agreement, as the exclusive remedies of the Company and the other Members. (b) In the event that at any time or for any reason a Member (each a “Delinquent Member”) fails to fulfill it’s Operating Capital Contribution Obligation on or before the date due thereof, then and in that event the Manager or other Member acting for an on behalf of the Company may cause written notice of such default to be given to the Delinquent Member. If the payment default shall continue for a period of fifteen (15) days after the date of written notice of default, then the other Members (each a “Contributing "Non-Defaulting Member”) if willing to do so"), may upon written notice to the other Members pay the Delinquent Member’s Operating Capital Contribution in excess of such Member’s Percentage Interest and Non-Defaulting Member shall have the option to treat that amount as an additional Capital Contribution or as a demand loan to following remedies, exercisable by notice from the Delinquent Non-Defaulting Member (which shall accrue interest at the Reference Rate plus 5% until paid), which election shall be made, in writing, at the same time the contribution is made. If there is more than one Contributing Member, then the Contributing Members may allocate such contribution by them and in no event shall either of them have the right without mutual written agreement to make a contribution more than a pro rata amount according to their respective Percentage Interests. If a Contributing Member fails to make said election, the contribution shall be deemed to be an additional Capital Contribution. If a Contributing Member elects to treat the contribution as an additional Capital Contribution such funds shall be allocated to such Member’s Capital Account and such Member’s Membership Interest, Membership Units and Percentage Interest shall be adjusted by the Manager following such Capital Contribution to reflect the new amounts based on the Agreed Value as of the time of the Capital Contribution as determined by the Manager, whose determination shall be binding and conclusive on the parties hereto. If a Contributing Member treats such contribution as a demand loan to the Defaulting Member: (i) to cause the Company to ▇▇▇ the Defaulting Member for damages, then from and after (ii) either: (A) to elect to lend (or to cause the date Non-Defaulting Member's affiliates to lend), to the Defaulting Member or to the Company, as determined in the sole discretion of the contribution Non-Defaulting Member, the amount of such Additional Contribution that was not made timely by the Contributing Defaulting Member, or (B) to elect to contribute the amount of such Additional Contribution that was not made timely by the Defaulting Member. Upon a Member or Membersbecoming a Defaulting Member and the Non-Defaulting Member timely contributing both (x) the Additional Contribution required to be made by the Non-Defaulting Member and (y) the portion of the Additional Contribution that was not made timely by the Defaulting Member, distributions from the Company due to Shares of the Defaulting Member shall be paid to deemed immediately redeemed by the Contributing Member or Members in proportion to the amount so contributed by each such Contributing Member, Company and such payments shall continue until such time as the principal and interest of all loans reissued to the Defaulting Member are paid and the Non-Defaulting Member(s) in full with interest the proportion that each Member's Invested Capital (as set forth abovehereinafter defined) bears to the total Invested Capital of all Members. AdditionallyUpon the failure of the Non-Defaulting Member to elect which of the remedies specified in clause (ii)(A) or (ii)(B) of this Section 2(b) has been selected, by written notice to the Company and the Defaulting Member given within thirty (30) days after funding the share of the Additional Contribution not made by the Defaulting Member, the Contributing Member may pursue any remedy described in such clause (ii)(B) shall be deemed to have been selected. The remedies described in clauses (i) and (ii) of this Section 2 shall be cumulative, and all legal rights or any of them may be elected and apply simultaneously, except that the remedies described in clauses (ii)(A) and (ii)(B) of this Section 2(b) shall be mutually exclusive with respect to collect the demand loan together with accrued interest thereoneach Call Notice.

Defaulting Members. (a) If any In the event a Member fails is a Defaulting Member, such Member shall be deemed to make any Capital Contribution Obligation payment when due, then interest shall accrue on have offered all of his or its Class A Units for purchase by the delinquent payment amount Company at the Reference Rate plus five percent Defaulting Member Purchase Price, and the Company shall have the right (5%but not the obligation) until paidto purchase all and only all of such Units at the Defaulting Member Purchase Price. This If the Company wished to exercise this purchase right, it must do so by giving written notice to the Defaulting Member (with a copy thereof to each of the other Founding Members) within thirty (30) days after the final, non-appealable judgment of a court or an arbitrator that finds such Member to be a Defaulting Member (the “Company Election” and the “Company Election Period”) of its election to purchase all of the Class A Units of the Defaulting Member. If the Company does not timely elect to purchase all of the Class A Units of the Defaulting Member, the Company shall not be an exclusive remedyhave no right to purchase any of such Units. Upon a timely election, but shall be in addition to all other remedies of (i) the Company and the other Members. (b) In Defaulting Member shall determine the event that at any time or for any reason a Defaulting Member (each a “Delinquent Member”) fails Purchase Price or, in the absence of agreement, the Defaulting Member Purchase Price shall be determined by arbitration pursuant to fulfill it’s Operating Capital Contribution Obligation on or before the date due thereofSection 11.9, then and in that event the Manager or other Member acting for an on behalf of the Company may cause written notice of such default to be given to the Delinquent Member. If the payment default shall continue for a period of fifteen (15) days after the date of written notice of default, then the other Members (each a “Contributing Member”) if willing to do so, may upon written notice to the other Members pay the Delinquent Member’s Operating Capital Contribution in excess of such Member’s Percentage Interest and shall have the option to treat that amount as an additional Capital Contribution or as a demand loan to the Delinquent Member (which shall accrue interest at the Reference Rate plus 5% until paid)be payable, which election shall be madeless any Permitted Offset and without interest, in writing, at the same time the contribution is made. If there is more than one Contributing Member, then the Contributing Members may allocate such contribution by them and in no event shall either of them have the right without mutual written agreement to make a contribution more than a pro rata amount according to their respective Percentage Interests. If a Contributing Member fails to make said election, the contribution shall be deemed to be an additional Capital Contribution. If a Contributing Member elects to treat the contribution as an additional Capital Contribution such funds shall be allocated to such Member’s Capital Account and such Member’s Membership Interest, Membership Units and Percentage Interest shall be adjusted by the Manager following such Capital Contribution to reflect the new amounts based single installment on the Agreed Value as earlier of (a) the time seventh anniversary of the Capital Contribution as determined by the Manager, whose determination shall be binding and conclusive on the parties hereto. If a Contributing Member treats such contribution as a demand loan to the Defaulting Member, then from and after the date of the contribution by final, non-appealable judgment of a court or an arbitrator that finds such Member to be a Defaulting Member and (b) the Contributing Member or Members, distributions from date the Company due sells all or substantially all of its assets (or otherwise disposes of such assets in a manner that results in the ▇▇▇▇▇▇ Related Parties no long Controlling them) or the date an equity sale occurs that results in a Person (other than the ▇▇▇▇▇▇ Related Parties) Controlling the Company, and (ii) the Company shall execute and deliver to the Defaulting Member shall be paid to the Contributing Member or Members in proportion to the amount so contributed by each such Contributing Member, and such payments shall continue until such time Promissory Note attached hereto as the principal and interest of all loans to the Defaulting Member are paid in full with interest as set forth above. Additionally, the Contributing Member may pursue any and all legal rights and remedies to collect the demand loan together with accrued interest thereon.Exhibit B.

Defaulting Members. (a) If any Class A Member fails to make any timely contribute its full Initial Class A Funding Percentage of a Capital Contribution Obligation payment when dueCall that such Class A Member is required to contribute pursuant to Section 4.1(e)(i) and at least one other Class A Member timely contributes its full Class A Sharing Percentage of such Capital Call amount (the “Non-Defaulting Member”), then interest the Company or a Non-Defaulting Member shall accrue on deliver a written notice of default (a “Default Notice”) to the delinquent payment Defaulting Member setting forth the amount at such Defaulting Member failed to timely fund. If the Reference Rate plus five percent Defaulting Member’s full Initial Class A Funding Percentage of such Capital Call amount is not received by the Company from such Class A Member within ten (5%10) until paid. This Business Days after delivery of the Default Notice (the “Default Cure Period”), then: (i) such Class A Member shall be deemed a “Defaulting Member” and if the Defaulting Member is Carbon, then Supermajority of the Voting Power shall not require the affirmative vote of a Carbon Designee; if the Defaulting Member is Yorktown, then Supermajority of the Voting Power shall not require the affirmative vote of a Yorktown Designee; and if the Defaulting Member is Old Ironsides, then a Majority of the Voting Power shall not require the affirmative vote of an Old Ironsides Designee; (ii) the Defaulting Member shall not be entitled to participate in any future Capital Calls pursuant to Section 4.1 or as a Preemptive Rights Member pursuant to Section 4.4; (iii) each Non-Defaulting Member shall have the option, exercisable in its sole and absolute discretion to either (A) fund all or a portion of the Defaulting Member’s Unfunded Amount and to treat such funding of the Unfunded Amount as either an exclusive remedyadditional Capital Contribution, but shall be in addition subject to all other remedies Section 4.8 (an “Optional Contribution”), or (B) by delivery of written notice to the Company and the other Members. Defaulting Member within twenty (b20) In the event that at any time or for any reason a Member (each a “Delinquent Member”) fails to fulfill it’s Operating Capital Contribution Obligation on or before the date due thereof, then and in that event the Manager or other Member acting for an on behalf of the Company may cause written notice of such default to be given to the Delinquent Member. If the payment default shall continue for a period of fifteen (15) days Business Days after the date of written notice of default, then the other Members (each a “Contributing Member”) if willing to do so, may upon written notice to the other Members pay the Delinquent Member’s Operating Capital Contribution in excess of such Member’s Percentage Interest and shall have the option to treat that amount as an additional Capital Contribution or as a demand loan to the Delinquent Member (which shall accrue interest at the Reference Rate plus 5% until paid), which election shall be made, in writing, at the same time the contribution Default Notice is made. If there is more than one Contributing Member, then the Contributing Members may allocate such contribution by them and in no event shall either of them have the right without mutual written agreement to make a contribution more than a pro rata amount according to their respective Percentage Interests. If a Contributing Member fails to make said election, the contribution shall be deemed to be an additional Capital Contribution. If a Contributing Member elects to treat the contribution as an additional Capital Contribution such funds shall be allocated to such Member’s Capital Account and such Member’s Membership Interest, Membership Units and Percentage Interest shall be adjusted by the Manager following such Capital Contribution to reflect the new amounts based on the Agreed Value as of the time of the Capital Contribution as determined by the Manager, whose determination shall be binding and conclusive on the parties hereto. If a Contributing Member treats such contribution as a demand loan delivered to the Defaulting Member, then from and after require the date Company to return to the Non-Defaulting Member up to 100% of the contribution amount contributed by the Contributing Non-Defaulting Member or Members, distributions from to the Company due to in connection with such Capital Call; (iv) the Non-Defaulting Member(s) may fund the Defaulting Member Member’s Initial Class A Funding Percentage of all subsequent Capital Call amounts as Optional Contributions until the Defaulting Member’s Capital Commitment has been fully funded; and “Class A Sharing Percentage” for purposes of Section 4.1(i) and Section 4.4 shall be paid calculated without giving effect to Units held by the Contributing Defaulting Member; and (v) if more than one Non-Defaulting Member elects to fund the Unfunded Amount or Members in proportion the Defaulting Member’s Class A Sharing Percentage of all subsequent Capital Call amounts, then each Non-Defaulting Member so electing shall be entitled to fund its portion of such Unfunded Amount or the amount so contributed by Defaulting Member’s Class A Sharing Percentage of all subsequent Capital Call amounts based on the relative Class A Sharing Percentage of each such Contributing Non-Defaulting Member, and unless otherwise agreed to among such payments shall continue until such time as the principal and interest of all loans to the Non-Defaulting Member are paid in full with interest as set forth above. Additionally, the Contributing Member may pursue any and all legal rights and remedies to collect the demand loan together with accrued interest thereonMembers.

Defaulting Members. (ai) If In the event any Member fails to make any Required Contribution when due pursuant to Section 4.1(b), which failure continues for ten (10) Business Days (a “Defaulting Member”), interest will accrue on any unpaid amount of such Required Contribution (such unpaid Required Contribution, the “Base Default Amount”) until the amount thereof, together with such interest (if any) is paid in full, at an interest rate equal to the Default Rate. The day immediately following the end of such ten (10) Business Day period is referred to herein as the “Default Date.” Such interest shall be compounded annually and computed on the basis of the actual number of days elapsed over a year of three hundred sixty-five (365) days. So long as a Defaulting Member’s Base Default Amount and all accrued interest thereon (the “Total Default Amount”) remains unpaid: (A) such Defaulting Member shall have no right to receive any distributions from the Company or allocations of the Company’s profits, losses, tax credits, or other distributions, or to participate in any additional Capital Contribution Obligation payment when dueContribution, (B) such Defaulting Member shall automatically cease to have any voting or consent rights or any right to manage the Company as a Managing Member for so long as such Member is a Defaulting Member, and (C) such Defaulting Member shall have no right to exercise any preemptive rights pursuant to Section 3.4. A Defaulting Member shall remain fully obligated to make Capital Contributions in respect of its Total Default Amount. If such Total Default Amount is funded in full by a Defaulting Member prior to the date on which a Contributing Member funds such Base Default Amount under Section 4.1(e)(ii), then interest shall accrue on the delinquent payment amount at the Reference Rate plus five percent (5%) until paid. This shall not be an exclusive remedy, but such Defaulting Member shall be issued Additional Units in addition to all other remedies accordance with Section 4.1(d)(ii) in exchange for payment of the Company Base Default Amount (excluding, for the avoidance of doubt, any interest accrued thereon) and such Defaulting Member shall no longer be a Defaulting Member or in default. If such Total Default Amount is funded by a Defaulting Member after the other Membersdate on which a Contributing Member funds such Base Default Amount under Section 4.1(e)(ii), then such Defaulting Member shall be issued any Additional Units in exchange for funding the difference between the Total Default Amount minus the Base Default Amount funded by such Contributing Member, and such Defaulting Member shall no longer be a Defaulting Member or in default. (bii) In If, within three (3) Business Days after the event that at any time or for any reason a Default Date, the Defaulting Member (each a “Delinquent has not paid to the Company in full the amount of such Defaulting Member”) fails to fulfill it’s Operating Capital Contribution Obligation on or before the date due thereofTotal Default Amount, then and in that event the Manager or other Member acting for an on behalf of the Company may cause written notice of such default to be given to the Delinquent Member. If the payment default shall continue for a period of fifteen within thirty (1530) days after the date of written notice of defaultDefault Date, then the other Members each non-Defaulting Member may elect to make additional Capital Contributions (each such electing Member, a “Contributing Member”) if willing in an amount equal to do so, may upon written notice to the other Members pay the Delinquent Member’s Operating Capital Contribution in excess of such Contributing Member’s Percentage Interest and shall have the option to treat that amount as an additional Capital Contribution or as a demand loan (relative to the Delinquent Member (which shall accrue interest at Percentage Interests of all Contributing Members) of the Reference Rate plus 5% until paid), which election shall be made, in writing, at the same time the contribution is made. If there is more than one Contributing Member, then the Contributing Members may allocate such contribution by them and in no event shall either of them have the right without mutual written agreement to make a contribution more than a pro rata amount according to their respective Percentage Interests. If a Contributing Member fails to make said election, the contribution shall be deemed to be an additional Capital ContributionBase Default Amount. If a Contributing Member elects to treat the contribution as make an additional Capital Contribution such funds pursuant to this Section 4.1(e)(ii), then (A) the Company shall be allocated issue to such Member’s Capital Account and such Member’s Membership Interest, Membership Contributing Member a number of Units and Percentage Interest shall be adjusted by equal to (x) the Manager following amount of such Capital Contribution to reflect the new amounts based on the Agreed Value as made in respect of the time Base Default Amount, divided by (y) eighty-five percent (85%) of the Capital Contribution as determined by per-Unit purchase price for the Manager, whose determination shall be binding and conclusive on Additional Units described in the parties hereto. If a Contributing Member treats such contribution as a demand loan to applicable Call Notice that the Defaulting MemberMember failed to fund, then from and after the date of the contribution by (B) if the Contributing Member or Membersfunds the full Base Default Amount, distributions from the Company due to default of the Defaulting Member shall be paid deemed to the Contributing Member or Members in proportion to the amount so contributed by each such Contributing Member, and such payments shall continue until be cured at such time as the principal and interest of all loans Defaulting Member pays the Total Default Amount to the Defaulting Member are paid in full with interest as set forth above. AdditionallyCompany pursuant to Section 4.1(e)(i). (iii) To the extent that a Base Default Amount exceeds the related additional Capital Contributions made pursuant to Section 4.1(e)(ii), the Contributing Managing Member (or the non-Defaulting Members, if the Managing Member is the Defaulting Member) may pursue any cause the Company to (A) issue promissory notes or Additional Units in an aggregate amount up to such excess and all legal rights on such other terms as the Managing Member or non-Defaulting Members, as applicable, determines, without the obligation to comply with Section 3.4 and remedies (B) amend this Agreement to collect the demand loan together with accrued interest thereonextent necessary to reflect the terms and priority of such notes and equity interests, as applicable.

Defaulting Members. If any Class A Member fails to timely contribute its full Initial Class A Funding Percentage of a Capital Call that such Class A Member is required to contribute pursuant to Section 4.1(e)(i) and at least one other Class A Member timely contributes its full Class A Sharing Percentage of such Capital Call amount (the “Non-Defaulting Member”), then the Company or a Non-Defaulting Member shall deliver a written notice of default (a “Default Notice”) to the Defaulting Member setting forth the amount such Defaulting Member failed to timely fund. If the Defaulting Member’s full Initial Class A Funding Percentage of such Capital Call amount is not received by the Company from such Class A Member within ten (10) Business Days after delivery of the Default Notice (the “Default Cure Period”), then: (a) If any such Class A Member fails to make any Capital Contribution Obligation payment when dueshall be deemed a “Defaulting Member” and (i) if the Defaulting Member is Carbon, then interest Supermajority of the Voting Power shall accrue on not require the delinquent payment amount at affirmative vote of a Carbon Designee; and (ii) if the Reference Rate plus five percent Defaulting Member is Old Ironsides, then a Majority of the Voting Power shall not require the affirmative vote of an Old Ironsides Designee; (5%b) until paid. This the Defaulting Member shall not be entitled to participate in any future Capital Calls pursuant to Section 4.1 or as a Preemptive Rights Member pursuant to Section 4.4; (c) each Non-Defaulting Member shall have the option, exercisable in its sole and absolute discretion to either (A) fund all or a portion of the Defaulting Member’s Unfunded Amount and to treat such funding of the Unfunded Amount as either an exclusive remedyadditional Capital Contribution, but shall be in addition subject to all other remedies Section 4.7 (an “Optional Contribution”), or (B) by delivery of written notice to the Company and the other Members. Defaulting Member within twenty (b20) In the event that at any time or for any reason a Member (each a “Delinquent Member”) fails to fulfill it’s Operating Capital Contribution Obligation on or before the date due thereof, then and in that event the Manager or other Member acting for an on behalf of the Company may cause written notice of such default to be given to the Delinquent Member. If the payment default shall continue for a period of fifteen (15) days Business Days after the date of written notice of default, then the other Members (each a “Contributing Member”) if willing to do so, may upon written notice to the other Members pay the Delinquent Member’s Operating Capital Contribution in excess of such Member’s Percentage Interest and shall have the option to treat that amount as an additional Capital Contribution or as a demand loan to the Delinquent Member (which shall accrue interest at the Reference Rate plus 5% until paid), which election shall be made, in writing, at the same time the contribution Default Notice is made. If there is more than one Contributing Member, then the Contributing Members may allocate such contribution by them and in no event shall either of them have the right without mutual written agreement to make a contribution more than a pro rata amount according to their respective Percentage Interests. If a Contributing Member fails to make said election, the contribution shall be deemed to be an additional Capital Contribution. If a Contributing Member elects to treat the contribution as an additional Capital Contribution such funds shall be allocated to such Member’s Capital Account and such Member’s Membership Interest, Membership Units and Percentage Interest shall be adjusted by the Manager following such Capital Contribution to reflect the new amounts based on the Agreed Value as of the time of the Capital Contribution as determined by the Manager, whose determination shall be binding and conclusive on the parties hereto. If a Contributing Member treats such contribution as a demand loan delivered to the Defaulting Member, then from and after require the date Company to return to the Non-Defaulting Member up to 100% of the contribution amount contributed by the Contributing Non-Defaulting Member or Members, distributions from to the Company due to in connection with such Capital Call; (d) the Non-Defaulting Member(s) may fund the Defaulting Member Member’s Initial Class A Funding Percentage of all subsequent Capital Call amounts as Optional Contributions until the Defaulting Member’s Capital Commitment has been fully funded; and “Class A Sharing Percentage” for purposes of Section 4.1(i) and Section 4.4 shall be paid calculated without giving effect to Units held by the Contributing Defaulting Member; and (e) if more than one Non-Defaulting Member elects to fund the Unfunded Amount or Members in proportion the Defaulting Member’s Class A Sharing Percentage of all subsequent Capital Call amounts, then each Non-Defaulting Member so electing shall be entitled to fund its portion of such Unfunded Amount or the amount so contributed by Defaulting Member’s Class A Sharing Percentage of all subsequent Capital Call amounts based on the relative Class A Sharing Percentage of each such Contributing Non-Defaulting Member, and unless otherwise agreed to among such payments shall continue until such time as the principal and interest of all loans to the Non-Defaulting Member are paid in full with interest as set forth above. Additionally, the Contributing Member may pursue any and all legal rights and remedies to collect the demand loan together with accrued interest thereonMembers.

Defaulting Members. (a) If Upon the failure of any Member fails (a “Defaulting Member”) to make pay in full any portion of such Member’s Capital Contribution Obligation payment Commitment when duedue (the “Default Date”), then interest shall accrue any Member other than a Defaulting Member (a “Non-Defaulting Member”) (or the Administrative Agent acting on the delinquent payment amount at the Reference Rate plus five percent (5%) until paid. This shall not be an exclusive remedy, but shall be in addition to all other remedies behalf of the Company upon direction by the Non-Defaulting Member) may, in its sole discretion, may elect to use its senior credit facility or other loan facility to fund a Defaulting Member’s unfunded Additional Capital Contribution. Any other Member shall also be permitted (but not obligated) to fund such Defaulting Member’s unfunded Additional Capital Contribution (the “Funding Member”) and receive interest thereon payable by the other MembersDefaulting Member pursuant to Section 3.2(b)(i). (b) In the event that at any time or for any reason a Member (each a “Delinquent the Defaulting Member”) fails ’s failure to fulfill it’s Operating fund its Additional Capital Contribution Obligation on or before the date due thereof, then and in that event the Manager or other Member acting for an on behalf of the Company may cause written notice of such default to be given to the Delinquent Member. If the payment default shall continue remains unremedied for a period of fifteen five (155) days Business Days after the required payment date pursuant to Section 3.1(a), such Defaulting Member shall be charged interest of ten percent (10%) per annum (or, if lower, the highest rate permissible by applicable law) on the amount of all Additional Capital Contributions on which it has defaulted (the “Defaulted Amount”), with such interest due to the Company or, in the event the Non-Defaulting Member funds such Defaulting Member’s unfunded Additional Capital Contribution pursuant to Section 3.2(a) to the Non-Defaulting Member in accordance with 3.2(a) otherwise. Such interest shall accrue from the Default Date until the date of written notice payment or satisfaction in full of defaultthe Defaulted Amount by the Defaulting Member. All distributions made with respect to membership interests held by a Defaulting Member shall (i) first be applied to any interest owed to any Funding Member pursuant to this Section 3.2(b), (ii) then the other Members applied to any Defaulted Amount paid by any Funding Member, (each a “Contributing Member”iii) if willing then to do so, may upon written notice any interest owed to the other Members pay the Delinquent Company pursuant to this Section 3.2(b), (iv) then to repay any indebtedness used to fund such Defaulting Member’s Operating unfunded Additional Capital Contribution in excess of such Member’s Percentage Interest Contributions and shall have the option to treat that amount as an additional Capital Contribution or as a demand loan to the Delinquent Member (which shall accrue interest at the Reference Rate plus 5% until paid), which election v) finally any remainder shall be made, in writing, at the same time the contribution is made. If there is more than one Contributing Member, then the Contributing Members may allocate such contribution by them and in no event shall either of them have the right without mutual written agreement to make a contribution more than a pro rata amount according to their respective Percentage Interests. If a Contributing Member fails to make said election, the contribution shall be deemed to be an additional Capital Contribution. If a Contributing Member elects to treat the contribution as an additional Capital Contribution such funds shall be allocated to such Member’s Capital Account and such Member’s Membership Interest, Membership Units and Percentage Interest shall be adjusted by the Manager following such Capital Contribution to reflect the new amounts based on the Agreed Value as of the time of the Capital Contribution as determined by the Manager, whose determination shall be binding and conclusive on the parties hereto. If a Contributing Member treats such contribution as a demand loan paid over to the Defaulting Member. (c) Following any Default Date and until such Defaulting Member cures such default, then from and after the date of the contribution by the Contributing Member or Members, distributions from the Company due shall not make new Investments; provided, that the Company may make Investments which the Company was committed to the Defaulting Member shall be paid to the Contributing Member make in whole or Members in proportion to the amount so contributed part (as evidenced by each 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 such Contributing Member, and such payments shall continue until such time as the principal and interest of all loans to the Defaulting Member are paid in full with interest as set forth above. Additionally, the Contributing Member may pursue any and all legal rights and remedies to collect the demand loan together with accrued interest thereonDefault Date.