Common use of FAILURE TO CONTRIBUTE Clause in Contracts

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by the time required all or any portion of a Capital Contribution such Member (the "Delinquent Member") is required to make as provided in this Agreement, any one or more non-Delinquent Members may advance the entire amount of the Delinquent Member's Capital Contribution that is in Default, with each non-Delinquent Member electing to participate making its share of such advance in proportion to its Membership Interest or in such other percentages as the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, such advance shall have the following results: 1. the sum advanced shall constitute a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, 2. the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be due and payable in whole on the tenth Business Day after the day written demand requesting payment of the Obligation

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by contribute, within 10 Days of the time required date required, all or any portion of a Capital Contribution that such Member (the "Delinquent Member") is required to make as provided in this Agreement, any the other Members may cause the Company to exercise, on notice to that Member (the “Non-Contributing Member”), one or more non-Delinquent of the following remedies: (i) taking such action (including court proceedings) as the other Members may advance deem appropriate to obtain payment by the entire amount Non-Contributing Member of the Delinquent portion of the Non-Contributing Member's ’s Capital Contribution that is in Defaultdefault, together with each non-Delinquent Member electing to participate making its share of such advance in proportion to its Membership Interest or in such other percentages as interest thereon at the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have Default Rate from the right to designate date that the extent to which such advance will (x) constitute a loan to Capital Contribution was due until the Delinquent Member and/or (y) result in an immediate adjustment date that it is made, all at the cost and expense of the Membership Interests of the Delinquent Member and the nonNon-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Contributing Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum.; (ii) To in the extent one case of Capital Contributions other than DPC Contributed Shares or more non-Delinquent NRG Contributed Shares, permitting the other Members (the "“Lending Members”), to advance the portion of the Non-Contributing Member," whether one ’s Capital Contribution that is in default (in proportion to their respective ownership interests or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Memberas they may otherwise agree), such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member Members to the Delinquent Non-Contributing Member and a Capital Contribution of that sum to the Company by the Delinquent Non-Contributing Member pursuant to the applicable provisions of this Agreement, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day after the day written demand requesting therefor by the Lending Members to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Members, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Members until the loan and all interest accrued on it have been paid in full to the Lending Members (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Non-Contributing Member’s Membership Interest, as more fully set forth in Section 4.02(b), and (F) the Lending Members 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 any action (including court proceedings) that the Lending Members may deem appropriate to obtain payment by the Non-Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.02(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to such Default. (b) Each Member grants to the Company, and to each Lending Member with respect to any loans made by a Lending Member to that Member as a Non-Contributing Member pursuant to Section 4.02(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.02(a)(ii), a security interest in and a general lien on its Membership Interests and the proceeds thereof, all under the Uniform Commercial Code of the State of Delaware. On any default in the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it, the Company or the Lending Members, as applicable, are entitled to all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Delaware with respect to the security interest granted in this Section 4.02(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Members may request to effectuate and carry out the preceding provisions of this Section 4.02(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by the time required all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the Company may exercise, on notice to that Member (the “Defaulting Member”), one or more non-Delinquent Members may advance the entire amount of the Delinquent following remedies: (a) taking such action (including, without limitation, court proceedings) as the Managers may deem appropriate to obtain payment by the Defaulting Member of the portion of the Defaulting Member's ’s Capital Contribution that is in Defaultdefault, together with each non-Delinquent Member electing to participate making its share interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of such advance the Defaulting Member; (b) permitting the other Members in proportion to its Membership Interest their Percentage Interests or in such other percentages as they may agree (the participating Members may agree. Each non-Delinquent Member who makes such an “Lending Member,” whether one or more), to advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment portion of the Membership Interests of Defaulting Member’s Capital Contribution that is in default, with the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interestsfollowing results: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, such advance shall have the following results: 1. the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Defaulting Member and a Capital Contribution of that sum to the Company by the Delinquent Defaulting Member pursuant to the applicable provisions of this Agreement, 2. (ii) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day (10th) day after written demand therefor by the Lending Member to the Defaulting Member, (iii) the amount lent bears interest at the Default Interest Rate from the day written demand requesting that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (iv) all distributions from the Company that otherwise would be made to the Defaulting Member (whether before or after termination of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (v) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Defaulting Member’s Membership Interest, as more fully set forth in paragraph 15.02 of this Agreement, and (vi) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings) that the Lending Member may deem appropriate to obtain payment by the Defaulting Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Defaulting Member; (c) exercising the rights of a secured party under the Uniform Commercial Code of the State of Texas; (d) reducing the Defaulting Member’s Membership Interest or other interest in the Company; (e) subordination of the Defaulting Member’s Membership Interest to the nondefaulting Member; (f) a forced sale of the Defaulting Member’s Membership Interest at Fair Value and upon the terms of purchase as provided in Article XIV; (g) forfeiture of the Defaulting Member’s Membership Interest; or (h) exercising any other rights and remedies available at law or in equity.

FAILURE TO CONTRIBUTE. If a Class A Member fails to contribute its Proportionate Share of any Additional Capital Contribution when due or fails to make any Additional Capital Contribution within the 5-Business Day period following the 30-day period described in Section 2.2 (a "NONCONTRIBUTING MEMBER") then the other Class A Member shall have the following remedies in the following order: (a) If a Subject to the agreement of the Noncontributing Member, the other Class A Member does not may contribute by the time required all or any portion Noncontributing Member's Proportionate Share of the Additional Capital Contribution. A contribution on behalf of a Noncontributing Member is referred to as a "DEFICIT CONTRIBUTION" and shall be added to the Noncontributing Member's Capital Contribution such Account. A Class A Member (the "Delinquent MemberCONTRIBUTING MEMBER") is required who makes a Deficit Contribution shall be entitled to make receive distributions under Section 3.1 that would otherwise be distributed to the Noncontributing Member until the Contributing Member receives a special adjusting distribution equal to the Deficit Contribution plus 12% per annum cumulative but not compounded (the "SPECIAL ADJUSTMENT"). The Members agree that no portion of the Special Adjustment shall be treated as provided in this Agreement, interest by any one or more non-Delinquent Members may advance Member. Amounts that would otherwise be distributable to the entire Noncontributing Member shall be paid directly to the Contributing Member until it has received the amount of the Delinquent Special Adjustment and the Special Adjustment shall be treated on the books of the Company as distributions to the Noncontributing Member under Sections 3.1 or 12.3, and the distributions shall not affect the allocations of Net Income or Net Loss. If the Members do not agree to a Deficit Contribution with a Special Adjustment, then, and only then shall (b) apply. (b) Subject to the agreement of the Noncontributing Member, the other Class A Member may make a Deficit Contribution and adjust the Percentage Interests and the Capital Account balances of the Contributing Member and the Noncontributing Member, as follows: divide (i) the amount of the Deficit Contribution which was made by the Contributing Member by (ii) the total Unreturned Capital (including any Deficit Contributions) of the Members, and multiply the quotient thereof by 100% (the "CAPITAL ADJUSTMENT"). The result of the foregoing computation shall be expressed as a percentage, and rounded to the nearest hundredth place, and the percentage amount shall be added to the Contributing Member's Percentage Interest and shall be subtracted from the Noncontributing Member's Percentage Interest. At the time of the adjustment in the Percentage Interests, the Capital Account balances of the Contributing Member and the Noncontributing Member shall be adjusted so that, if the aggregate Capital Account balances of the Members were distributed in cash to the Members pursuant to Section 3.1 (immediately following the adjustment to the Percentage Interests pursuant to this paragraph), each Member's Capital Account balance would equal zero after such distribution. If the Members do not agree to a Deficit Contribution that is in Defaultwith a Capital Adjustment then, with each non-Delinquent and only then shall (c) apply. (c) The other Class A Member electing to participate making its share of such advance in proportion to its may buy the Noncontributing Member's Membership Interest or in such other percentages as the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section11.3(b). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (iid) To the extent one or more non-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, such advance shall have the following results: 1. the sum advanced shall constitute a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, 2. the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be due and payable in whole on the tenth Business Day after the day written demand requesting payment of the ObligationTHE MEMBERS ACKNOWLEDGE THAT THE REMEDIES IN THIS AGREEMENT FOR A MEMBER'S FAILURE TO CONTRIBUTE CAPITAL ARE REASONABLE UNDER THE CIRCUMSTANCES THAT EXIST AS OF THE EXECUTION DATE.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by the time required all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the Company may exercise, on notice to that Member (the “Defaulting Member”), one or more non-Delinquent Members may advance the entire amount of the Delinquent following remedies: (a) taking such action (including, without limitation, court proceedings) as the Managers may deem appropriate to obtain payment by the Defaulting Member of the portion of the Defaulting Member's ’s Capital Contribution that is in Defaultdefault, together with each non-Delinquent Member electing to participate making its share interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of such advance the Defaulting Member; (b) permitting the other Members in proportion to its Membership their Percentage Interest or in such other percentages as they may agree (the participating Members may agree. Each non-Delinquent Member who makes such an “Lending Member,” whether one or more), to advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment portion of the Membership Interests of Defaulting Member’s Capital Contribution that is in default, with the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interestsfollowing results: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, such advance shall have the following results: 1. the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Defaulting Member and a Capital Contribution of that sum to the Company by the Delinquent Defaulting Member pursuant to the applicable provisions of this Agreement, 2. (ii) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day (10th) day after written demand therefor by the Lending Member to the Defaulting Member, (iii) the amount lent bears interest at the Default Interest Rate from the day written demand requesting that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (iv) all distributions from the Company that otherwise would be made to the Defaulting Member (whether before or after termination of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (v) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Defaulting Member’s Membership Interest, as more fully set forth in paragraph 15.02 of this Agreement, and (vi) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings) that the Lending Member may deem appropriate to obtain payment by the Defaulting Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Defaulting Member, (c) exercising the rights of a secured party under the Uniform Commercial Code of the State of Texas; (d) reducing the Defaulting Member’s Membership Interest or other interest in the Company; (e) subordination of the Defaulting Member’s Membership Interest to the nondefaulting Member; (f) a forced sale of the Defaulting Member’s Membership Interest at Fair Value and upon the terms of purchase as provided in Article XIV; (g) forfeiture of the Defaulting Member’s Membership Interest; or (h) exercising any other rights and remedies available at law or in equity.

FAILURE TO CONTRIBUTE. (a) If a either Member does not fails to contribute by --------------------- the time required all or any portion Contribution Date its share of a the Additional Capital Contribution such so called for (said Member being the "Non-Contributing Member"), the other Member, so long as it has contributed its share of the Additional Capital Contribution so called for (the "Delinquent Contributing Member") is required to make as provided in this Agreement), any one or more non-Delinquent Members may advance the entire amount of the Delinquent Non-Contributing Member's share of the Additional Capital Contribution that is in Default, with each non-Delinquent Member electing to participate making its share of such advance in proportion to its Membership Interest or in such other percentages as the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent MemberCompany, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interestswhich event: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as The amount so advanced shall constitute a loan (each a "Contribution Loan") to the Delinquent Non-Contributing Member in the amount advanced (any Member who makes such a Contribution Loan being a "Contribution Loan Member"). Each such Contribution Loan shall bear interest at a rate equal to the Base Rate plus five percent (5%), compounded monthly (but such rate shall not, in any event, exceed the maximum rate permitted by law), and shall be repayable at any time without penalty. While such Contribution Loan is outstanding, any distributions from the Company to which the Non- Contributing Member would otherwise be entitled shall be paid by the Company to the Contribution Loan Member, or affirmatively elects first, to have pay accrued interest, and then in reduction of such advance result in Contribution Loan. Upon repayment of such Contribution Loan prior to the effectiveness of an election for adjustment of the Membership InterestsSharing Ratios described in Section 6.2(b)(ii) below, the Company Non- Contributing Member shall automatically adjust be restored to its full rights hereunder as if it had timely responded to the Membership Interest call for each the subject Additional Capital Contribution. (ii) If the Non-Contributing Member to equal has not repaid any Contribution Loan, with interest as described in Section 6.2(b)(i) hereof, in full within sixty (60) days after the percentage obtained by dividing date on which such Contribution Loan was made, then, within forty-five (A45) days following the Capital Account expiration of such sixty (60)-day period, the Contribution Loan Member (including any Capital Contribution made by such may give written notice to the Non-Contributing Member under of its intention to avail itself of the remedy described in this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section6.2(b)(ii). Upon If the adjustment Non- Contributing Member repays the Contribution Loan, with interest as described in Section 6.2(b)(i) hereof, within thirty (30) days following receipt of the Membership Interests in the manner set forth notice referred to in the preceding sentence, Exhibit A it shall be restored to its full rights and authorities hereunder as if it had timely responded to the call for an Additional Capital Contribution. If the Non- Contributing Member does not do so, however, the advance by the Contributing Member on behalf of the Non-Contributing Member (without interest), together with the Contributing Member's own Additional Capital Contribution, shall be credited to the Contributions Account of the Contributing Member, and the Sharing Ratios of each Member shall then be recalculated, by establishing fractions, the numerators of which shall be the respective amounts in the Contributions Accounts of the Members, and the denominator of which shall be the aggregate of the amounts in HIW's Contributions Account and MG's Contributions Account (after crediting all amounts paid by the Contributing Member pursuant to this Section 6.2(b) to its Contribution Account). The Sharing Ratios, as thus recalculated, shall thereafter be the "Sharing Ratios" of each of the Members, and the definition thereof contained herein shall be deemed to be amended to reflect so modified. In such adjusted Membership Interests. Notwithstanding the foregoingevent, the Delinquent Member shall have the right to re-acquire the interest Contribution Loan in question from the advancing non-Delinquent Member within 30 days following the date on respect of which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustmentshall be extinguished. In all other respects, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Memberhowever, such advance adjustment of Contributions Accounts and recalculation of Sharing Ratios shall have be the following results: 1sole remedy for the failure to repay a Contribution Loan to a Non-Contributing Member. the sum advanced shall constitute Exhibit "B" ----------- attached hereto and by this reference made a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, 2. the principal balance part hereof sets forth an example of the loan calculation of such decrease and all accrued unpaid interest thereon (collectively, the "Obligation") shall be due and payable increase in whole on the tenth Business Day after the day written demand requesting payment of the ObligationSharing Ratios.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by the time required all or any portion of a Capital Contribution such that Member is required to make as provided in these Regulations, the Company may exercise, on notice to that Member (the "Delinquent Member") is required to make as provided in this Agreement), any one or more non-of the following remedies: (i) taking such action (including, without limitation, court proceedings) as the Member may deem appropriate to obtain payment by the Delinquent Members may advance Member of the entire amount portion of the Delinquent Member's Capital Contribution that is in Defaultdefault, together with each non-interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Delinquent Member electing to participate making its share of such advance Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member," whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the portion of the Delinquent Member's Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreementthese Regulations, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day day after written demand therefor by the Lending Member to the Delinquent Member, (C) the amount lent bears interest at the Default Interest Rate from the day written demand requesting that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead will be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal),the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Delinquent Member's Membership Interest, as more fully set in Section 4.03(b), and (E) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to these Regulations or available to it at law or in equity, to take any action (including, without limitation, court proceedings) that the Lending Member may deem appropriate to obtain payment by the Delinquent Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Delinquent Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Texas, as more fully set forth in Section 4.03(b); (iv) reducing the Delinquent Member's Membership Interest or other interest in the Company; (v) subordination of the Delinquent Member's interest to the non- defaulting Member; (vi) a forced sale of the Delinquent Member's interest; (vii)forfeiture of the Delinquent Member's interest;

FAILURE TO CONTRIBUTE. (a) If In the event that any Member (each, a “Non-Contributing Member”) fails to timely make some or all of any Capital Contribution required to be made by such Member does not contribute pursuant to Section 3.4 (or fails to post a Letter of Credit in the amount of such Capital Contribution in circumstances where such posting would satisfy the Members obligations under the Capital Call Notice) (in each case, a “Shortfall Amount”), and such failure continues for a period of five (5) Business Days after receipt by such Non-Contributing Member of written notice from any other Member specifying such failure, then DLJMB (in the case that the Non-Contributing Member is a Morgans Party) or Morgans Co. (in the case that the Non-Contributing Member is a DLJMB Party) may, in its sole discretion, take, or cause a DLJMB Party or Morgans Party, respectively, to take, any of the following actions (the Person taking such action or caused to take such action being the “Contributing Member”): (i) make additional Capital Contributions (or post a Letter of Credit in lieu thereof, if permitted) (“Shortfall Contributions”) equal to some or all of the Shortfall Amount (in which case, subject to the receipt of all approvals required under Gaming Regulations (to the extent applicable at such time), the relative Percentage Interests of the Members shall be adjusted pursuant to Section 3.5(d)); (ii) loan to the Company some or all of the Shortfall Amount (a “Company Loan”), provided that: (i) the sums thus advanced shall be deemed to be demand recourse loans from the Contributing Member to the Non-Contributing Member and a contribution of such sums to the Company by the Non-Contributing Member; (ii) such loans shall bear interest at the rate of interest equal to LIBOR, plus six percent (6%) per annum, (provided, however, that if at any time required all or the interest rate provided for herein (the “Note Rate”) exceeds the Maximum Rate, the Note Rate shall be limited to the Maximum Rate, but any portion subsequent reductions in the Note Rate (i.e., by reason of a Capital Contribution reduction in the LIBOR) shall not reduce the rate of interest accruing hereunder below the Maximum Rate until such time as the total amount of interest accrued and paid on such loan equals the amount that would have accrued on such loan if the Note Rate had at all times been in effect), from the date that the advance was made until the date that such advance, together with any reasonable costs and expenses incurred by the Company as a result of the Non-Contributing Member’s failure to contribute, and together with all interest accrued thereon, is repaid to the Contributing Member and the Company, as appropriate; (iii) unless otherwise paid, the repayment of such Company Loan shall be made from any distribution or reimbursement from the Company otherwise to be made to the Non-Contributing Member before any distribution or reimbursement is made to the Non-Contributing Member during the existence of the Company or after dissolution; and (iv) all such repayments shall be first applied to any reasonable costs and expenses incurred by the Company as a result of the Non-Contributing Member’s failure to contribute, then to interest earned and unpaid on the advance, and then to principal; and (iii) if a DLJMB Party is a Contributing Member, DLJMB may secure New Financing and/or New Equity for the Company pursuant to Section 3.9. (b) No right, power or remedy conferred upon any Member (other than the "Delinquent Non-Contributing Member") is required in this Section 3.5 shall be exclusive, and each such right, power or remedy shall be cumulative and in addition to make as provided every other right, power or remedy whether conferred in this Section 3.5, Article 11, pursuant to any other provision of this Agreement, any one or more non-Delinquent Members may advance now or hereafter available at law or in equity or by statute or otherwise. In addition, and notwithstanding anything to the entire amount contrary in Section 11.1(c), if such failure of the Delinquent Member's Non-Contributing Member to make the required Capital Contribution that is continues for a period of ninety (90) days following notice thereof given by the Contributing Member to the Non-Contributing Member, and the Contributing Member has not theretofore made a Shortfall Contribution or delivered a Conversion Notice pursuant to Section 3.5(c) below with respect to such Capital Contribution, then (and only in such event) the Contributing Member may treat the failure of the Non-Contributing Member to make the required Capital Contribution as an Event of Default, and the Non-Contributing Member as a Defaulting Member, under Section 11.1(c). (c) Provided that the Contributing Member has not elected to treat the failure of the Non-Contributing Member to make the required Capital Contribution (or failure to post a Letter of Credit in circumstance where such posting would satisfy the Members’ obligations under the Capital Call Notice) as an Event of Default pursuant to Section 3.5(b) above, then with each non-Delinquent Member electing respect to participate making its share of such advance any Company Loan made in proportion to its Membership Interest or connection with a Shortfall Amount, in such other percentages as the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of event that a Delinquent Contributing Member shall have made a Company Loan and the right to designate Company Loan (plus all accrued and unpaid interest thereon) shall not have been repaid in full (either by the extent Non-Contributing Member or by the Company out of distributions to which the Non-Contributing Member would otherwise be entitled) within ninety (90) days after the making of such advance will Company Loan, any Contributing Member may, by delivering a notice (xthe “Conversion Notice”) constitute a loan to the Delinquent Non-Contributing Member and/or at any time after the expiration of such ninety (y90) result day period, elect to terminate such Company Loan, convert the Company Loan to equity and have the Non-Contributing Member’s Percentage Interest reduced as set forth in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such electionclause (d) below; provided, however, that if the advancing nonNon-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Contributing Member shall have the right to re-acquire during the interest in question from the advancing non-Delinquent Member within 30 days ten (10) day period following the date on which delivery by the Contributing Member of the Conversion Notice to repay in full the Company Loan or the unpaid portion thereof (together with all accrued and unpaid interest earned thereon), and if such Membership Interest adjustment is made by paying repayment shall occur within such ten (10) day period, the entire amount advanced by Contributing Member shall have no further rights under this Section 3.5(c) with respect to such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annumCompany Loan. (iid) To the extent one or more non-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance If a Contributing Member makes a Shortfall Contribution pursuant to Section 4.3(a3.5(a)(i) constitute or elects to terminate a loan Company Loan pursuant to Section 3.5(c) and the Non-Contributing Member shall fail to repay in full to the Delinquent MemberContributing Member the unpaid portion of the Company Loan (plus all accrued and unpaid interest thereon) (with such amounts also treated as Shortfall Contributions) within the ten (10) day period referred to in such Section 3.5(c), then, subject to the receipt of all approvals required under Gaming Regulations (to the extent applicable at such advance time), the Percentage Interest of the Contributing Member shall have be increased by adding to such Percentage Interest an additional percentage, stated as a fraction, the following results: 1. numerator of which is equal to 150% of the Shortfall Contribution and the denominator of which is equal to the sum advanced shall constitute a loan from of (i) the Lending Member Existing Equity immediately prior to the Delinquent Member and making of the Capital Contributions (and/or other increases in Committed Capital) of which the Shortfall Contribution was a part, plus (ii) the aggregate Capital Contributions (and/or other increases in Committed Capital) being made in connection with which the Shortfall Contribution of that sum was made. Subject to the Company receipt of all approvals required under Gaming Regulations (to the extent applicable at such time), the Percentage Interest of the Non-Contributing Member shall be reduced by the Delinquent Member percentage by which the Contributing Member’s Percentage Interest is increased pursuant to the applicable provisions of this Agreement, 2. the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be due and payable in whole on the tenth Business Day after the day written demand requesting payment of the Obligationimmediately preceding sentence.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by contribute, within 10 Days of the time required date required, all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the other Members may cause the Company to exercise, on notice to that Member (the "Non-Contributing Member"), one or more non-Delinquent of the following remedies: (i) taking such action (including court proceedings) as the other Members may advance deem appropriate to obtain payment by the entire amount Non-Contributing Member of the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in Defaultdefault, together with each noninterest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Member electing to participate making its share of such advance Contributing Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member,, " whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Non-Contributing Member and a Capital Contribution of that sum to the Company by the Delinquent Non-Contributing Member pursuant to the applicable provisions of this Agreement, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day after the day written demand requesting therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code, as more fully set forth in Section 4.03(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to such Default. (b) Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code. On any default in the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code with respect to the security interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by contribute, within 10 Days of the time required date required, all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the other Members may cause the Company to exercise, on notice to that Member (the "Non-Contributing Member"), one or more non-Delinquent of the following remedies: (i) taking such action (including court proceedings) as the other Members may advance deem appropriate to obtain payment by the entire amount Non-Contributing Member of the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in Defaultdefault, together with each noninterest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Member electing to participate making its share of such advance Contributing Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member," whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Non-Contributing Member and a Capital Contribution of that sum to the Company by the Delinquent Non-Contributing Member pursuant to the applicable provisions of this Agreement, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day after the day written demand requesting therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code, as more fully set forth in Section 4.03(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to such Default. (b) Subject and subordinate to the rights of any creditor of the Company under the Loan Documents, each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code. On any default in the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code with respect to the security interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other

FAILURE TO CONTRIBUTE. If a Member fails to make a Contribution that he has subscribed for, the LLC may exercise one or more of the following remedies as determined by the Managers after notice to the defaulting Member: (a) If a Member does not contribute Taking such action, including without limitation court proceedings, as the Managers deem appropriate to obtain payment by the time required defaulting Member of the Contribution due plus interest at the maximum rate permitted by law and costs of collection, including reasonable attorneys' fees and disbursements, and the defaulting Member consents for this purpose to service of process, venue and jurisdiction in a court in the state in which the principal office of the LLC is located; (b) Selling all or any portion part of the interest of the defaulting Member in the LLC at a Capital Contribution such Member public or private foreclosure sale under the procedures permitted by the applicable Uniform Commercial Code to be used by a defaulted secured creditor (the "Delinquent Member"LLC shall be deemed to have been granted a security interest in the interest of the defaulting Member in the LLC for this purpose); (c) is required to make Collecting the Contribution due plus interest and expenses as provided in this Agreementparagraph (a) by offset against distributions and other amounts due to the defaulting Member pursuant to Section 10.01; (d) Reduction, any one forfeiture or more non-Delinquent Members may advance the entire amount elimination of all or part of the Delinquent Member's Capital Contribution that is interest of the defaulting Member in Default, with each non-Delinquent the LLC; (e) Subordination of the interest of the defaulting Member electing to participate making its share of such advance in proportion to its Membership Interest or in such other percentages as the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan LLC to the Delinquent Member and/or (y) result in an immediate adjustment interests of the Membership Interests of other Members; and (f) Arranging for other Members to furnish the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated Contribution due as a loan to the Delinquent Memberdefaulting Member on such terms and conditions as the Managers deem appropriate, including without limitation, the granting of a security interest in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment interest of the Membership Interests:defaulting Member to secure such loan; and (ig) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment Redemption of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment interest of the Membership Interests defaulting Member in the manner set forth in LLC or sale of said interest to other Members at its fair value determined by an appraisal procedure or formula which the preceding sentence, Exhibit A shall be deemed Managers determine to be amended appropriate under the circumstances. Claims against a Member for failure to reflect such adjusted Membership Interests. Notwithstanding make a Contribution or to return money or other property paid or distributed to him in violation of the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one Act or more non-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, such advance shall have the following results: 1. the sum advanced shall constitute a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company this Agreement may be compromised by the Delinquent Member pursuant to Managers without the applicable provisions of this Agreement, 2. the principal balance consent of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be due and payable in whole on the tenth Business Day after the day written demand requesting payment of the ObligationMembers.

FAILURE TO CONTRIBUTE. (a) If a Member does not fails to contribute by the time required all or any portion of a an Additional Capital Contribution that such Member (the "Delinquent Member") is required to make as provided in this Agreement, any one the Company, at the direction of the other Member (the "Non-Defaulting Member"), or more nonthe Non-Defaulting Member, may, on notice to the Delinquent Members may advance Member, deliver to the entire Company the amount of the Delinquent Member's Additional Capital Contribution that is in Defaultnot paid by the Delinquent Member. Such payment shall be, with each nonat the option of the Company or the Non-Delinquent Defaulting Member electing to participate making its share of such advance in proportion to its Membership Interest or in such other percentages payment, as the participating Members case may agree. Each non-Delinquent Member who makes such an advance on behalf be, either in the form of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment or a contribution to the capital of the Membership Interests Company. The Company or the Non-Defaulting Member, as the case may be, may plead for relief under one or more of the Delinquent Member and the non-Delinquent Member making such electionremedies in any arbitration or judicial proceeding; provided, however, that if to the advancing non-Delinquent Member does not notify extent the Company or the Non-Defaulting Member exercises one of its election such remedies as to have allall or a portion of the Additional Capital Contribution that is in default and receives the payment, adjustment, or any portion of other relief provided for in connection with such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoingremedy, the Delinquent Member shall have not be liable in any event for more than the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment obligation that is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annumowed. (iii) To If the extent one or more nonNon-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to Defaulting Member advances the Delinquent Member's Additional Capital Contribution that is in default as a loan, such advance shall have loan will be made under the following resultsthe provisions: (1. the sum advanced shall constitute a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, 2. ) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be due and payable in whole on the tenth Business Day day after written demand therefore by the Non-Defaulting Member to the Delinquent Member, provided, however, that the demand for payment of such loan may not be made until after the date that is six months after the date such loan is made; (2) the amount loaned shall bear interest at the Contract Interest Rate plus 5% from the day written that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Non-Defaulting Member; (3) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company and whether before or after demand requesting for payment is made pursuant to the immediately preceding subsection (1)) instead shall be paid to the Non-Defaulting Member until the loan and all interest accrued on it have been paid in full to the Non-Defaulting Member (with payments being applied first to accrued and unpaid interest and then to principal); and (4) the payment of the Obligationloan and interest accrued on it shall be secured by a security interest in the Delinquent Member's membership interest. (ii) A contribution made to the Company and designated as a capital contribution by the Non-Defaulting Member shall be credited to the Capital Account of the Non-Defaulting Member making the contribution. The Ownership Percentage of the Delinquent Member shall be reduced by the number of percentage points determined by the following formula: Unpaid Additional Capital Contribution of Delinquent Member ----------------------------------------------------------- Total Capital Contributions by All Members (iii) For purposes of this Section 3.3, "Total Capital Contributions by All Members" means the aggregate capital contributions of the Members (including the capital contribution made by the Non-Defaulting Member pursuant to this Section 3.3 on its own behalf and on behalf of the Delinquent Member) since inception of the Company.

FAILURE TO CONTRIBUTE. (a) If a Member does not is in Default as a result of its failure to contribute by the time required all or any portion of a Capital Contribution such Member (the "“Delinquent Member"”) is required to make as provided in this Agreement, any one or more non-Delinquent Members may advance the entire amount of the Delinquent Member's ’s Capital Contribution that is in Default, with each non-Delinquent Member electing having the right to participate by making its share of such advance in proportion to its Membership Interest (without taking into account the Membership Interests of the Delinquent Member or the non-participating non-Delinquent Members) or in such other percentages as the participating non-Delinquent Members may agree. Each advance made by a non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member Member(s) making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interestsloan, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members (the "“Lending Member," ” whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, such ). Such advance shall have the following results: 1. (i) the sum advanced shall constitute a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement,; 2. (ii) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "“Obligation"”) shall be due and payable in whole on the tenth (10th) Business Day after the day written demand requesting payment of the Obligation is made by the Lending Member to the Delinquent Member; provided, however, that the Lending Member shall not demand payment of the Obligation until at least 60 days after the creation of the Obligation; and provided, further, that the Delinquent Member may prepay the Obligation in whole or in part at any time prior to the date due; (iii) the amount lent shall bear interest at the Default Interest Rate per annum, compounded quarterly on the first day of each Quarter, from the date on which the advance is deemed made until the date that the loan, together with all interest accrued thereon and all costs and expenses associated therewith (“Costs”), is repaid to the Lending Member; (iv) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the Obligation and any Costs have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest, second to Costs, and finally to principal); (v) the Lending Member shall have the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including court proceedings and exercising the rights of a secured party under the Delaware Uniform Commercial Code) that the Lending Member may deem appropriate to obtain payment from the Delinquent Member of the Obligation and all Costs; (vi) if the Delinquent Member has defaulted on more than one Capital Contribution, the non-Delinquent Members who have made advances on behalf of such Delinquent Member under this Section 4.3(a) shall have recourse to such Delinquent Member’s Membership Interest pursuant to Sections 4.3(a), 4.3(b) and 4.3(c) in priority based on the order of the dates on which the Capital Contributions giving rise to such advances under this Section 4.3 were required to be made by the Delinquent Member, with an advance made in respect of Capital Contributions required at an earlier date (and the Obligations and Costs relating to such advance) having priority over advances made in respect of Capital Contributions required at a later date (and the Obligations and Costs relating to such other advances); and (vii) the Delinquent Member deemed to have received a loan from a Lending Member under the terms of this Section 4.3(a) shall continue to be deemed in Default until all Obligations under such loan have been paid and satisfied in full; provided, however, that if at the time of such Default, the Delinquent Member has not been in Default at any time within the preceding 12 months, then, notwithstanding anything to the contrary in the definition of “Unanimous Consent,” for a period of 60 days following the date of such Default, the Board shall not approve (A) any Capital Contribution pursuant to Section 4.2(a) or (B) any action listed in Section 6.3(b) (that the Board Member appointed by such Delinquent Member would otherwise be entitled to vote upon), in each case, without the affirmative vote of the Board Member appointed by the Delinquent Member. (b) Each Member grants to each Lending Member as security for any Obligations that may be due and owing by such Member hereunder a security interest in its Membership Interest pursuant to and in accordance with the Delaware Uniform Commercial Code and agrees that the Lending Member shall have the rights and remedies granted under the Delaware Uniform Commercial Code with respect to the security interest granted therein, subject to the rights of any senior secured creditor arising under any pledge approved in accordance with Section 3.6(c) hereof. Each Member authorizes any Lending Member to file Delaware Uniform Commercial Code financing statements related thereto and agrees that a copy of this Agreement can serve as the necessary security agreement. (c) The Company shall have the right to exercise the following remedies with respect to a Delinquent Member in addition to the rights granted by Section 4.3(a): (i) the Company may at any time take such action (including court proceedings) as the Company may deem appropriate to obtain payment by the Delinquent Member of the portion of the Delinquent Member’s Capital Contribution that is in Default, along with all costs and expenses associated with the collection of such Delinquent Member’s Capital Contribution; and (ii) the Company may at any time exercise any other rights and remedies available under this Agreement or at law or in equity.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by the time required all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the Company may exercise, on notice to that Member (the "Defaulting Member"), one or more non-Delinquent Members may advance the entire amount of the Delinquent following remedies: (a) taking such action (including, without limitation, court proceedings) as the Managers may deem appropriate to obtain payment by the Defaulting Member of the portion of the Defaulting Member's Capital Contribution that is in Defaultdefault, together with each non-Delinquent Member electing to participate making its share interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of such advance the Defaulting Member; (b) permitting the other Members in proportion to its Membership Interest their Percentage Interests or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member," whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent portion of the Defaulting Member's Capital Contribution that is in default, such advance shall have with the following results: 1. (i) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Defaulting Member and a Capital Contribution of that sum to the Company by the Delinquent Defaulting Member pursuant to the applicable provisions of this Agreement, 2. (ii) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day (10th) day after written demand therefor by the Lending Member to the Defaulting Member, (iii) the amount lent bears interest at the Default Interest Rate from the day written demand requesting that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (iv) all distributions from the Company that otherwise would be made to the Defaulting Member (whether before or after termination of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (v) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Defaulting Member's Membership Interest, as more fully set forth in paragraph 15.02 of this Agreement, and (vi) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings) that the Lending Member may deem appropriate to obtain payment by the Defaulting Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Defaulting Member; (c) exercising the rights of a secured party under the Uniform Commercial Code of the State of Texas; (d) reducing the Defaulting Member's Membership Interest or other interest in the Company; (e) subordination of the Defaulting Member's Membership Interest to the nondefaulting Member; (f) a forced sale of the Defaulting Member's Membership Interest at Fair Value and upon the terms of purchase as provided in Article XIV; (g) forfeiture of the Defaulting Member's Membership Interest; or (h) exercising any other rights and remedies available at law or in equity.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by the time required all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the Company may exercise, on notice to that Member (the “Delinquent Member”), one or more non-of the following remedies: (i) taking such action (including, without limitation, court proceedings) as the Manager may deem appropriate to obtain payment by the Delinquent Members may advance Member of the entire amount portion of the Delinquent Member's ’s Capital Contribution that is in Defaultdefault, together with each non-interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Delinquent Member electing to participate making its share of such advance Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "“Lending Member," ”, whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the portion of the Delinquent Member’s Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, 2. the (B) The principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day day after written demand therefore by the Lending Member to the Delinquent Member, (C) the amount lent bears interest at the Default Interest Rate from the day written demand requesting that the advance is deemed made until the date that the loan together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Delinquent Member’s Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings) that the Lending Member may deem appropriate to obtain payment by the Delinquent Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Delinquent Member; (iii) exercising the rights of a secured party under Chapter 697, Florida Statutes as more fully set forth in Section 4.03(b); or (iv) exercising any other rights and remedies available at law or in equity. (b) Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that Member as a Delinquent Member pursuant to

FAILURE TO CONTRIBUTE. (a) If a Member does not is in Default as a result of its failure to contribute by the time required all or any portion of a Capital Contribution such Member (the "a “Delinquent Member"”) is required to make as provided in this Agreement, any one or more the non-Delinquent Members Member may advance the entire amount of the Delinquent Member's ’s Capital Contribution that is in Default, with each . Each advance made by a non-Delinquent Member electing to participate making its share of such advance in proportion to its Membership Interest or in such other percentages as the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interestsloan, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members (the "“Lending Member," ” whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, such ). Such advance shall have the following results: 1. (i) the sum advanced shall constitute a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement,; 2. (ii) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "“Obligation"”) shall be due and payable in whole on the tenth 10th Business Day after the day written demand requesting payment of the ObligationObligation is made by the Lending Member to the Delinquent Member; provided, however, that the Delinquent Member may prepay the Obligation in whole or in part at any time prior to the date due; (iii) the amount lent shall bear interest at the Default Interest Rate per annum, compounded quarterly on the first day of each Quarter, from the date on which the advance is deemed made until the date that the Obligation and all costs and expenses associated therewith (“Costs”), is repaid to the Lending Member; (iv) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the Obligation and any Costs have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest, second to Costs, and finally to principal); (v) the Lending Member shall have the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including court proceedings and exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware or any other appropriate state (the “UCC”)) that the Lending Member may deem appropriate to obtain payment from the Delinquent Member of the Obligation and all Costs; (vi) if the Delinquent Member has defaulted on more than one Capital Contribution, the non-Delinquent Member that has made advances on behalf of such Delinquent Member under this Section 4.3(a) shall have recourse to such Delinquent Member’s Membership Interest pursuant to Sections 4.3(a), 4.3(b) and 4.3(c) in priority based on the order of the dates on which the Capital Contributions giving rise to such advances under this Section 4.3(a) were required to be made by the Delinquent Member, with an advance made in respect of Capital Contributions required at an earlier date (and the Obligations and Costs relating to such advance) having priority over advances made in respect of Capital Contributions required at a later date (and the Obligations and Costs relating to such other advances); (vii) the Delinquent Member deemed to have received a loan from a Lending Member under the terms of this Section 4.3(a) shall continue to be deemed in Default until all Obligations and Costs under such loan have been paid and satisfied in full; and (viii) initially, a loan by a Member to another Member as contemplated by this Section 4.3(a) shall not be considered a Capital Contribution by the Lending Member and shall not increase the Capital Account balance of the Lending Member. Notwithstanding the foregoing, in the event the Obligations under any such loan have not been fully satisfied within 90 days from the date of the loan, the Lending Member, at any time thereafter by giving written notice to the Company, may elect to have the unpaid principal balance of such loan transferred to and increase such Lending Member’s Capital Account with a corresponding decrease in the Capital Account of the Member on whose behalf such loan was made. Upon such transfer, the unpaid principal balance of such loan shall be treated as a Capital Contribution, and the Membership Interest for each Member shall be automatically adjusted to equal the percentage obtained by dividing (A) the Capital Contributions of such Member (including any Capital Contribution made on behalf of the other Member under this Section 4.3) by (B) the aggregate Capital Contributions of all Members (including all Capital Contributions made on behalf of the other Member under this Section 4.3); provided that the adjustments to the Membership Interests provided in this subsection (viii) shall occur after adjustment of the Capital Accounts as provided in Section 4.5(d) as if additional Membership Interests were being issued. Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. If any interest or Costs remain unpaid in connection with such loan at the time the Lending Member makes an election under this subsection, the Lending Member shall retain its rights and remedies for collection of interest and Costs in connection with such loan under this Section 4.3(a) with respect to the Membership Interest, if any, of the Delinquent Member after adjustment pursuant to this subsection, but the amount treated as a Capital Contribution shall be deemed to have been repaid. (b) Each Member grants to each Lending Member as security for any Obligations and Costs that may be due and owing by such Member hereunder a security interest in its Membership Interest pursuant to and in accordance with the UCC and agrees that the Lending Member shall have the rights and remedies granted under the UCC with respect to the security interest granted therein. Each Member authorizes any Lending Member to file UCC financing statements related thereto and agrees that this Agreement serves as the necessary security agreement. (c) The Company or the non-Delinquent Member shall have the right to exercise the following remedies with respect to a Delinquent Member in addition to the rights granted by Section 4.3(a): (i) the Company or the non-Delinquent Member may at any time take such action (including court proceedings) as the Company or the non-Delinquent Member may deem appropriate to obtain payment by the Delinquent Member of the portion of the Delinquent Member’s Capital Contribution that is in Default, along with all costs and expenses associated with the collection of such Delinquent Member’s Capital Contribution; and (ii) the Company or the non-Delinquent Member may at any time exercise any other rights and remedies available under this Agreement or at law or in equity.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by the time required all or any portion of a Capital Contribution such that Member is required to make as provided in these Regulations, the Company may exercise, on notice to that Member (the "Delinquent Member") is required to make as provided in this Agreement), any one or more non-of the following remedies: (i) taking such action (including, without limitation, court proceedings) as the Member may deem appropriate to obtain payment by the Delinquent Members may advance Member of the entire amount portion of the Delinquent Member's Capital Contribution that is in Defaultdefault, together with each non-interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Delinquent Member electing to participate making its share of such advance Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member," whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the portion of the Delinquent Member's Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreementthese Regulations, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day day after written demand therefor by the Lending Member to the Delinquent Member, (C) the amount lent bears interest at the Default Interest Rate from the day written demand requesting that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead will be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal),the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Delinquent Member's Membership Interest, as more fully set in Section 4.03(b), and (E) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to these Regulations or available to it at law or in equity, to take any action (including, without limitation, court proceedings) that the Lending Member may deem appropriate to obtain payment by the Delinquent Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Delinquent Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Texas, as more fully set forth in Section 4.03(b); (iv) reducing the Delinquent Member's Membership Interest or other interest in the Company; (v) subordination of the Delinquent Member's interest to the non- defaulting Member; (vi) a forced sale of the Delinquent Member's interest; (vii)forfeiture of the Delinquent Member's interest; (viii) determination of the value of the Delinquent Member's interest by appraisal or by formula and redemption or sale of the interest at that value; or

FAILURE TO CONTRIBUTE. (a) If Upon the failure of any Member (a Member does not contribute by the time required “Non-Contributing Member”) to pay in full all or any portion of a an Additional Capital Contribution required under Section 9.3 by the date such Capital Contribution is due, if any such failure continues for five (5) Business Days after such due date then, in addition to its other rights and remedies set forth herein or otherwise provided by law, the other Member who has timely funded its Additional Capital Contribution in full (a “Contributing Member”) and has not required the Company to return its corresponding Additional Capital Contribution pursuant to Section 9.3(b) shall be permitted (but not obligated to) fund all or a portion of the Non-Contributing Member’s Additional Capital Contribution (the "Delinquent “Supplemental Funding”) as set forth in this Section 9.4. (b) If both (x) Figure or Investor (but not any other Member") is required to make as provided the Non-Contributing Member, and (y) in this Agreement, any one or more non-Delinquent Members may advance the entire amount of the Delinquent Member's Capital Contribution that is in Default, with each non-Delinquent Member electing to participate making its share respect of such advance failure to fund described in proportion to its Membership Interest clause (x), Figure or in such Investor (but not any other percentages as Member) is the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Contributing Member, then the Contributing Member shall have the right to designate the extent to which such advance will elect (x) constitute a loan by written notice to the Delinquent Member and/or (yCompany) result in an immediate adjustment to treat the Supplemental Funding that it makes as a contribution of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify capital to the Company of its election to have all, or (a “Superpriority Contribution”). Any Superpriority Contribution shall earn and accrue the Superpriority Return and shall be payable from any portion of such advance treated as a loan to distributions made by the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance Company pursuant to Section 4.3(a) treated as 10.6(a). No Member shall be personally obligated to repay a loan to the Delinquent MemberSuperpriority Contribution, and a Superpriority Contribution shall be payable or affirmatively elects to have such advance result in an adjustment collectible only out of the Membership Interestsassets of the Company. If multiple Superpriority Contributions are outstanding at any time, all payments in respect of such Superpriority Contributions and the accrued and unpaid Superpriority Return thereon shall be made in reverse order based on the date when each such Superpriority Contribution was made so that the most recent Superpriority Contribution that was made as of the date that a distribution is made by the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (Atogether with all accrued and unpaid Superpriority Return thereon) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed paid first and then the next most recent Superpriority Contribution (together with all accrued and unpaid Superpriority Return thereon) shall be paid and so forth. All distributions to a Contributing Member hereunder in respect of any Superpriority Contributions shall be amended applied first to reflect payment of any accrued and unpaid Superpriority Return on such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Superpriority Contribution and then to return such Superpriority Contribution until all amounts due thereunder or in respect thereof are paid in full. (c) Contributing Member shall have the right to retreat the Supplemental Funding as a loan (a “Member Default Loan”) to the Non-acquire Contributing Member. Except as otherwise provided by the next sentence below, the Capital Account and Capital Contributions balance of the Non-Contributing Member shall be credited with the Defaulted Amount funded as a Member Default Loan, and such Member Default Loan shall constitute a debt owed by the Non-Contributing Member to the Contributing Member. Any Default Loan shall (i) bear interest in question from at the advancing non-Delinquent Member within 30 days following Default Rate, (ii) be due on the one year anniversary of the date on which such Membership Member Default Loan is advanced (the “Maturity Date”), (iii) be prepayable, in whole or in part, at any time or from time to time without penalty, (iv) be a personal obligation of Non- Contributing Member, and (v) be payable from any distributions otherwise payable to Non-Contributing Member pursuant to Section 10.6(a) and Section 13.3(c) before any distributions are made to such Non- Contributing Member pursuant to Section 10.6(a) and Section 13.3(c). Interest adjustment is on a Member Default Loan to the extent unpaid shall accrue and compound quarterly. All payments or distributions to a Contributing Member hereunder in respect of any such Member Default Loan shall be applied first to payment of any interest due under any such Member Default Loan and then to principal until all amounts due thereunder are paid in full. If a Member Default Loan remains unpaid after its maturity date set forth above, the Contributing Member who made such loan shall have the right, exercisable by paying providing written notice thereof to the entire Non-Contributing Member to convert the outstanding principal amount advanced of such Member Default Loan, together with all accrued and unpaid interest thereon as a Superpriority Contribution (and in such case, (A) such Member Default Loan shall be deemed repaid on the date of such conversion and (B) the Capital Account and Capital Contributions balance of the Non-Contributing Member shall be debited with such converted amount); provided, that whether or not the Contributing Member exercises such right, the Non-Contributing Member shall not be deemed to be a Defaulting Member hereunder or to have otherwise default under the Member Default Loan as a result of any failure repay a Member Default Loan in full by the initial maturity date; provided, further, that if the Contributing Member does not elect such nonright, the Maturity Date shall be deemed extended by an additional one (1) year period, it being understood that any time during such one (1) year extension period, the Non-Delinquent Contributing Member shall have the right to convert the outstanding principal amount of such Member Default Loan, together with all accrued and unpaid interest thereon as a Superpriority Contribution, in return for such adjustment, plus twelve percent (12%) per annumaccordance with this Section 9.4(c). (iid) To the extent one or more nonNo Non-Delinquent Members (the "Lending Member," whether one or more) does elect Contributing Member shall be entitled to have an advance receive any distributions pursuant to Section 4.3(athis Agreement unless and until (x) constitute each Member Default Loan made to such Non-Contributing Member has been paid in full (including accrued interest thereon) and (y) each Contributing Member who has made a loan Superpriority Contribution in respect to amounts which such Non-Contributing Member failed to fund has received the Delinquent Member, full amount of such advance shall have Unreturned Superpriority Contribution and the following results: 1related Superpriority Return. the sum advanced shall constitute a loan from the Lending Member to the Delinquent Member and a Capital Contribution of Distributions that sum to the Company by the Delinquent Member pursuant otherwise would be payable to the applicable provisions Non-Contributing Member under this Agreement shall instead be paid to the applicable Member who made a Member Default Loan to such Non-Contribution Member for application towards the repayment of this Agreement, 2. any outstanding Member Default Loan (first to interest, then to principal); provided, further that such amounts repaid to the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") Contributing Member shall be due deemed distributed to such Non-Contributing Member for all purposes under this Agreement (including, without limitation, for purposes of reducing such Non-Contributing Member’s Capital Account, Unreturned Preferred Return, Unreturned Capital Contributions, Unreturned Superpriority Return and payable in whole on the tenth Business Day after the day written demand requesting payment of the ObligationUnreturned Superpriority Contributions, as applicable).

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by the time required all or any portion of a Capital Contribution capital contribution that such Member (the "Delinquent Member") is required to make as provided in this LLC Agreement, any one or more non-Delinquent Members may advance the entire amount Company (by vote of at least a majority of the Percentage Interests remaining after excluding the Percentage Interest of the Delinquent Member's Capital Contribution that is in Default) may exercise, with each non-on written notice to such Delinquent Member electing to participate making its share of such advance Member, the following remedy: (i) permitting the other Members in proportion to its their Membership Interest or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member," whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the portion of the Delinquent Member's capital contribution that is in default, such advance shall have with the following results: (1. ) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Member and a Capital Contribution capital contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement,; (2. ) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day after the day written demand requesting payment of the ObligationObligation is made by the Lending Member to the Delinquent Member; (3) the amount lent bears interest at the Default Interest Rate from the date on which the advance is deemed made until the date that the loan, together with all interest accrued thereon and all costs and expenses associated therewith ("Loan Costs"), is repaid to the Lending Member; (4) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the Obligation and any Loan Costs have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest, second to Loan Costs, and finally to principal); (5) the payment of the Obligation and Loan Costs is secured by a security interest in the Delinquent Member's Membership Interest, as more fully set forth in Section 4.06(c); and (6) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings and exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware) that the Lending Member may deem appropriate to obtain payment from the Delinquent Member of the Obligation and all Loan Costs. (b) If a Delinquent Member does not pay the Obligation and Loan Costs when due, or if no Member is willing to become a Lending Member, the Company (by vote of at least a majority of the Percentage Interest remaining after excluding the Percentage Interest of the Delinquent Member) may exercise, on written notice to such Delinquent Member, one or more of the following remedies: (i) taking such action (including, without limitation, court proceedings) as the Company may deem appropriate to obtain payment by the Delinquent Member of the portion of the Delinquent Member's capital contribution that is in default, along with the costs and expenses associated with the collection of such Delinquent Member's capital contribution; (ii) exercising any other rights and remedies available at law or in equity; or (iii) the other Members (by affirmative vote of at least a majority of the Membership Interest held by such other Members) may elect to make any such unpaid capital contributions to the Company and adjust the Percentage Interest for each Member to equal the percentage obtained by dividing (A) the Target Amount, plus all pro-rata capital contributions (as described in Section 4.02 of this LLC Agreement) by such Member (including any capital contributions made by such Member under this Section), plus such Member's pro-rata share of the Company's earnings before interest, income taxes, depreciation and amortization (calculated as of the end of the most recent month), less all pro-rata distributions (as described in Section 5.01(a) and the pro-rata distribution portion of Section 5.02(c) of this LLC Agreement) to such Member by (B) three times the Target Amount, plus all pro-rata capital contributions (as described in Section 4.02 of this LLC Agreement) by the Members (including any capital contributions made by the Members under this Section), plus the Company's earnings before interest, income taxes, depreciation and amortization (calculated as of the end of the most recent month), less all pro-rata distributions (as described in Section 5.01(a) and the pro-rata distribution portion of Section 5.02(c) of this LLC Agreement) to the Members. This formula shall apply only to such items described in subsections (A) and (B) of this Section 4.06(b)(iii) that have occurred since the Commencement Date. (c) Each Member grants to the Company and to each Lending Member with respect to any Obligation and Loan Costs owed to such Lending Member by that Member as a Delinquent Member pursuant to Section 4.06(a)(i), as security, equally and ratably, a security interest in its Membership Interest and the proceeds thereof, all under the Uniform Commercial Code of the State of Delaware. The security interest secures the payment of all capital contributions such Member has agreed to make and the payment of any Obligation and Loan Costs owed to a Lending Member by such Member as a Delinquent Member pursuant to Section 4.06(a)(i). On any default in the payment of a capital contribution or in the payment of any Obligation or Costs, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Delaware with respect to the security interest granted in this Section 4.06(c). Each Member shall execute and deliver to the Company and the Lending Member, as applicable, all financing statements and other instruments that the Company or the Lending Member, as applicable, may request to effectuate and carry out the preceding provisions of this Section 4.06(c). At the option of the Company or Lending Member, as applicable, this LLC Agreement or a carbon, photographic, or other copy thereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by contribute, within 10 Days of the time required date required, all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the other Members may cause the Company to exercise, on notice to that Member (the "Non-Contributing Member"), one or more non-Delinquent of the following remedies: (i) taking such action (including court proceedings) as the other Members may advance deem appropriate to obtain payment by the entire amount Non-Contributing Member of the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in Defaultdefault, together with each noninterest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Member electing to participate making its share of such advance Contributing Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member,, " whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Non-Contributing Member and a Capital Contribution of that sum to the Company by the Delinquent Non-Contributing Member pursuant to the applicable provisions of this Agreement, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day after the day written demand requesting therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non- Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.03(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to such Default. (b) Subject and subordinate to the rights of any creditor of the Company under the Loan Documents, each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code of the State of Delaware. On any default in the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Delaware with respect to the security interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by contribute, within 10 Days of the time required date required, all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the other Members may cause the Company to exercise, on notice to that Member (the "Non-Contributing Member"), one or more non-Delinquent of the following remedies: (i) taking such action (including court proceedings) as the other Members may advance deem appropriate to obtain payment by the entire amount Non-Contributing Member of the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in Defaultdefault, together with each noninterest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Member electing to participate making its share of such advance Contributing Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member," whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Non-Contributing Member and a Capital Contribution of that sum to the Company by the Delinquent Non-Contributing Member pursuant to the applicable provisions of this Agreement, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day after the day written demand requesting therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code, as more fully set forth in Section 4.03(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to such Default. (b) Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code. On any default in the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code with respect to the security interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Member (the "Delinquent Member") does not contribute by the time required all or any portion of a Capital Contribution that such Member (the "Delinquent Member") is required to make as provided in this Agreement, any the Company, at the direction of the other Member (the "Non-Defaulting Member"), or the Non-Defaulting Member, may exercise, on notice to the Delinquent Member, one or more nonof the remedies set forth in the immediately following clauses (i) and (ii). The Company or the Non-Defaulting Member, as the case may be, may plead for relief under one or more of such remedies in any arbitration or judicial proceeding; provided, however, to the extent the Company or the Non-Defaulting Member exercises one of such remedies as to all or a portion of the Capital Contribution that is in default and receives the payment, adjustment or other relief provided for in connection with such remedy, the Delinquent Members Member shall not be liable in any event for more than the obligation that is owed. (i) Taking such action, including, without limitation, exercising any rights and remedies provided for under this Agreement or otherwise available at law or in equity, as the Non-Defaulting Member may advance deem appropriate to obtain payment to the entire amount Company by the Delinquent Member of the portion of the Delinquent Member's Capital Contribution that is in Defaultdefault, together with each non-Delinquent Member electing to participate making its share of such advance in proportion to its Membership interest thereon at the Default Interest or in such other percentages as Rate from the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have date that the right to designate Capital Contribution was due until the extent to which such advance will (x) constitute a loan to date that it is made, all at the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests cost and expense of the Delinquent Member and the non-Delinquent Member making such electionMember; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum.or (ii) To the extent one or more nonNon-Delinquent Members (Defaulting Member may advance, in the "Lending Non-Defaulting Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to 's sole discretion, the portion of the Delinquent Member, 's Capital Contribution that is in default and designate whether such advance shall have contribution is made under the following results:loan provisions of Section 3.4(a)(ii)(A) or is made as a Capital Contribution by the Non-Defaulting Member under the provisions of Section 3.4(a)(ii)(B); 1. (A) A Capital Contribution made to the sum advanced Company and designated under this Section 3.4(a)(ii)(A) shall constitute a loan from the Lending Non-Defaulting Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement,, with the following results: 2. (1) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be due and payable in whole on the tenth Business Day day after written demand therefor by the Non-Defaulting Member to the Delinquent Member, provided, however, that the demand for payment of such loan may not be made until after the date that is 6 months after the date such loan is made; (2) the amount loaned shall bear interest at the Default Interest Rate from the day written that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Non-Defaulting Member; (3) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company and whether before or after demand requesting for payment is made pursuant to the immediately preceding subparagraph (1) ) instead shall be paid to the Non-Defaulting Member until the loan and all interest accrued on it have been paid in full to the Non-Defaulting Member (with payments being applied first to accrued and unpaid interest and then to principal); and (4) the payment of the Obligationloan and interest accrued on it shall be secured by a security interest in the Delinquent Member's membership interest, as more fully set forth in Section 3.4(b). (B) A Capital Contribution made to the Company and designated under this Section 3.4(a)(ii)(B) shall be treated as a Capital Contribution by the Non-Defaulting Member and shall be credited to the Capital Account of the Non-Defaulting Member making the contribution. If MCNIC is the Non-Defaulting Member, the Preferential Capital Contribution shall be deemed increased by the amount of the Capital Contribution made pursuant to this Section 3.4(a)(ii)(B) and the Preferential Contribution Payout shall not be deemed to have occurred until MCNIC shall have received an additional aggregate amount of Preferential Distributions equal to the present value of such additional Capital Contribution in accordance with the definition of Preferential Contribution Payout, with the exception that the present value of such additional Capital Contribution shall be calculated as of the date such contribution is made by MCNIC on behalf of the Delinquent Member. The Sharing Ratio of the Delinquent Member shall be reduced by the following (expressed as a percentage number):

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by contribute, within 10 Days of the time required date required, all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the other Members may cause the Company to exercise, on notice to that Member (the "Non-Contributing Member"), one or more non-Delinquent of the following remedies: (i) taking such action (including court proceedings) as the other Members may advance deem appropriate to obtain payment by the entire amount Non-Contributing Member of the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in Defaultdefault, together with each noninterest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Member electing to participate making its share of such advance Contributing Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member,, " whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Non-Contributing Member and a Capital Contribution of that sum to the Company by the Delinquent Non-Contributing Member pursuant to the applicable provisions of this Agreement, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day after the day written demand requesting therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.03(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to such Default. Account of the Disposing Member that is attributable to such Membership Interest shall carry over to the Assignee in accordance with the provisions of Treasury Regulation Section 1.704-1 (b)(2)(iv)(l).

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by contribute, within 10 Days of the time required date required, all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the other Members may cause the Company to exercise, on notice to that Member (the “Non-Contributing Member”), one or more non-Delinquent of the following remedies: (i) taking such action (including court proceedings) as the other Members may advance deem appropriate to obtain payment by the entire amount Non-Contributing Member of the Delinquent portion of the Non-Contributing Member's ’s Capital Contribution that is in Defaultdefault, together with each noninterest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Member electing to participate making its share of such advance Contributing Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "“Lending Member," ” whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent portion of the Non-Contributing Member’s Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Non-Contributing Member and a Capital Contribution of that sum to the Company by the Delinquent Non-Contributing Member pursuant to the applicable provisions of this Agreement, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day after the day written demand requesting therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Non-Contributing Member’s Membership Interest, as more fully set forth in Section 4.02(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.02(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to such Default.

FAILURE TO CONTRIBUTE. If any Member fails or refuses for any reason to make in a timely manner any part or all of a Required Contribution, such Member shall be in default hereunder and shall be deemed to be a “Defaulting Member” to the extent of the unpaid part of the Required Contribution (athe “Unpaid Required Contribution”). For a period often (10) If a days after the earlier of the expiration of the thirty (30) day period described in Section 3.3 or notice to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ from the Defaulting Member does that the Defaulting Member shall not contribute by the time required make all or any portion of a the Additional Capital Contribution such Member (Contribution, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Class A Member, shall have the "Delinquent Member") is required right — but not the obligation — to make all or such part of the Unpaid Required Contribution as provided he so determines. In the event or to the extent ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ does not make all of the Unpaid Required Contribution, for a period of ten (10) days after the earlier of the expiration of the ten (10) day period described in this Agreement, any one the preceding sentence or more non-Delinquent ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇’ giving notice to the other Members may advance holding Class B Units of his intention not to make the entire amount of Unpaid Required Contribution, Members holding Class B Units other than the Delinquent Member's Capital Contribution that is in Default, with each non-Delinquent Member electing to participate making its share of such advance in proportion to its Membership Interest or in such other percentages as the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Defaulting Member shall have the right — but not the obligation — to designate make a proportion of the extent to which such advance will (x) constitute a loan remaining Unpaid Required Contribution equal to the Delinquent proportion that the number of Class B Units held by such Member and/or bears to the total issued and outstanding Class B Units (y) result in an immediate adjustment of excluding those held by the Membership Interests of Defaulting Member). In the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or event any portion of such advance treated as a loan to the Delinquent Member, in writing, Unpaid Required Contribution remains unmade at the time the advance is made then such advance shall automatically result in an immediate adjustment end of the Membership Intereststen (10) day period described in the immediately preceding sentence, the following shall apply: (a) The Unpaid Required Contribution shall constitute an obligation of such Defaulting Member to the Company and shall bear interest from the from the [sic?] expiration of the thirty (30) day period described in Section 3.3 at a floating annual rate of interest equal to the lesser of (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Membereight percent (8%), or affirmatively elects to have such advance result (ii) the maximum rate permitted by law. Interest shall be compounded monthly. The Company may upon the decision of a Majority in an adjustment Interest (determined by excluding all of the Membership InterestsUnits of the Defaulting Member), institute suit in any court of competent jurisdiction to enforce such obligation of the Defaulting Member. In addition, the Company shall automatically adjust be entitled to recover in such suit all costs and expenses, including, but not limited to, court costs and reasonable attorneys’ fees, thereby incurred by the Membership Interest for Company and any damages (except incidental or consequential damages) sustained by the Company as a result of the default by the Defaulting Member. (b) By executing this Agreement, each Member shall be deemed to equal have granted to the percentage obtained by dividing (A) Company a first and prior lien and security interest upon such Member’s Units as security for the Capital Account payment of all Required Contributions of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section)Member. Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A This Agreement shall be deemed to be amended a security agreement with respect to reflect such adjusted Membership Interestssecurity interest and collateral and each Member shall promptly execute and deliver to the Company any financing statements or other instruments that the Company, or any other Member, may request for purposes of perfecting or continuing such security interest. Notwithstanding Upon the foregoingfailure of a Member to execute and deliver such financing statements or other instruments, the Delinquent Member other Members, and each of them, as attorney-in-fact for such Member, may execute and deliver such financing statements or other instruments for, in the name and on behalf of such Member. With respect to a Defaulting Member, the Company, acting upon the decisions of a Majority in Interest (determined by excluding all of the Units of the Defaulting Member), shall have all of the rights and remedies of a secured party under the Colorado Uniform Commercial Code, including, without limitation, and in addition to the rights under such law, the right to sell, effective as of the first day of the fiscal quarter in which the default occurs or such subsequent date as the Company may determine, by public or private sale upon five (5) days advance notice to the Defaulting Member, the Defaulting Member’s Units or any part thereof, and the Company and the other Members shall be permitted purchasers at any such sale. In addition, the Company shall have the right to reretain and set-acquire off against the Unpaid Required Contribution of a Defaulting Member and any accrued interest in question from thereon all amounts becoming otherwise distributable (including all distributions, mandatory or otherwise to which the advancing nonDefaulting Member would otherwise have been entitled under Section 4.1 hereof) or payable to such Defaulting Member by the Company. Any amount so retained and set-Delinquent off by the Company shall be deemed to be a constructive cash distribution to the Defaulting Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced and a constructive repayment by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, such advance shall have the following results: 1. the sum advanced shall constitute a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, 2Company. the principal balance of the loan and all accrued unpaid interest thereon (collectivelyAny repayment, the "Obligation") whether constructive or actual, shall be due and payable in whole applied first against any unpaid accrued interest on the tenth Business Day after Defaulting Member’s Unpaid Required Contribution and the day written demand requesting payment of the Obligationremainder shall be applied against such Member’s Unpaid Required Contribution.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by A. Upon the time required all or any portion failure of a Capital Contribution such Member (the "Delinquent “Non-Contributing Member"”), for a period in excess of ten (10) is required days, to make its share of any required capital contribution under Section 3.1 or 3.2 (the portion thereof not contributed by or returned to such Non-Contributing Member being referred to herein as provided in this Agreementthe “Deficiency”), any one or more non-Delinquent Members may advance then the entire amount of other Member (the Delinquent “Contributing Member's Capital Contribution that is in Default”), with each non-Delinquent Member electing to participate making if it has timely made its share of such advance capital contribution, may, in proportion to its Membership Interest or sole and absolute discretion within ten (10) days after the expiration of the foregoing ten (10) day period, (1) withdraw its share of such contribution, in which event such other percentages as Subsequent Contribution shall be deemed cancelled but the participating Members may agree. Each nonNon-Delinquent Member who makes such an advance on behalf of a Delinquent Contributing Member shall have not be released of its liability for damages resulting from its failure to contribute its share of the right to designate the extent to which such advance will same, (x2) constitute a loan to the Delinquent Non-Contributing Member and/or such Deficiency by depositing the same into the Operating Accounts, or (y3) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify contribute to the Company of its election to have allsuch Deficiency by depositing the same into the Operating Accounts, or any portion of such advance treated as a loan to which contribution shall reduce the Delinquent Non-Contributing Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance ’s Company Percentage pursuant to Section 4.3(asubsection D below. If the Contributing Member fails, within such ten (10) treated as a loan day period, to deposit the Delinquent MemberDeficiency into the Operating Accounts, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A then it shall be deemed to have elected to proceed under clause (1) above and the Company shall promptly return to the Contributing Member its share of such contribution. B. If the Contributing Member proceeds under clause (2) of subsection A above, then the Non-Contributing Member shall be amended deemed to reflect have contributed the Deficiency and the loan (which shall be called a “Default Loan”) shall bear interest at the “Applicable Rate” (which, as used herein, means, from time to time, the lesser of (A) 20% per annum, compounded annually, or (B) 10% per annum in excess of the prime rate of interest publicly announced by Citibank, N.A, compounded annually, but not less than 15% per annum, compounded annually, but not more than the maximum amount allowable under applicable law), and shall be due and payable ten (10) days after the date made. Notwithstanding the provisions of Section 4.1, all distributions which would otherwise be made to the Non-Contributing Member shall be paid instead to the Contributing Member that makes such adjusted Membership InterestsDefault Loan until the Default Loan (and all interest thereon) has been paid in full. Any such payments and distributions shall be deemed to have been distributed to the Non-Contributing Member and then turned over in payment of such Default Loan. All payments shall be applied first to interest and then to principal. C. If a Default Loan (including all interest thereon) to ESC is not fully paid when due (i.e., within ten (10) days), then an event shall be deemed to have occurred under Section 7.2A(2) entitling BREA to deliver a “Termination Notice” (as hereinafter defined). Notwithstanding the foregoing, the Delinquent Member BREA shall have the right not be permitted to re-acquire the interest in question deliver a Termination Notice with respect to a Default Loan that results from the advancing non-Delinquent Member within 30 days following the date on which a Contribution Request made upon BREA’s decision pursuant to its rights under 0, unless such Membership Interest adjustment Contribution Request is made by paying in connection with an emergency or for necessary capital contributions (e.g., to meet the entire amount advanced by such non-Delinquent Member in return for such adjustmentrequirements of any Project Financing, plus twelve percent (12%) per annumto pay any applicable taxes, to prevent physical waste to any Property). D. If the Contributing Member proceeds under clause (ii3) of subsection A above, then the Company Percentages of the Members shall be recalculated and reset as of such time based upon the ratio of all contributions made by a Member (irrespective of any contributions that may have been previously returned to a Member) to all contributions made by all of the Members (irrespective of any contributions that may have been previously returned to a Member). Notwithstanding the foregoing, however, any capital contributions which are made by ESC pursuant to Section 3.5 and are attributable to distributions under the “Promote Clauses” (as hereinafter defined) shall not be considered as capital contributions for purposes of the foregoing calculation. To the extent one or more non-Delinquent that the Company Percentage of ESC is reduced under this subsection D, the percentages set forth in clause (2) of Section 4.1B, clause (2) of Section 4.1C and clause (2) of Section 4.1D shall be reduced in the same proportion (as the proportionate reduction in ESC’s Company Percentage) and the corresponding percentages in clause (1) of Section 4.1B, clause (1) of Section 4.1C and clause (1) of Section 4.1D shall be increased accordingly. E. The rights of the Company and its Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to this Section 4.3(a) constitute a loan 3.3 are not exclusive and shall not be deemed to the Delinquent Member, such advance shall have the following results: 1. the sum advanced shall constitute a loan from the Lending Member to the Delinquent Member and a Capital Contribution waive any other right or remedy of that sum to the Company by the Delinquent or any Member pursuant to the applicable provisions of under this Agreement, 2. the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be due and payable at law or in whole on the tenth Business Day after the day written demand requesting payment of the Obligationequity, against any Non-Contributing Member for failure to make any required capital contribution.

FAILURE TO CONTRIBUTE. If a Member fails to contribute its Proportionate Share of any Additional Capital Contribution within the 15-Business Day or the 5-Business Day periods described in Section 2.2 above (a “Noncontributing Member”) then the Company and/or the other Member may elect any of the following remedies: (a) If a The other Member does not contribute by the time required all or any portion of a Capital Contribution such Member (the "Delinquent Member") is required may elect to make as provided in this Agreement, any one or more non-Delinquent Members may advance a Deficit Contribution equal to the entire amount Noncontributing Member’s Proportionate Share of the Delinquent Member's Additional Capital Contribution that is in Default, with each non-Delinquent Member electing to participate making its share of such advance in proportion to its Membership Interest or in such other percentages as the participating Members may agreeContribution. Each non-Delinquent A Contributing Member who makes such an advance on behalf of a Delinquent Member Deficit Contribution under this Section 2.3(a) shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interestsfollowing remedies: (i) To The Contributing Member may elect, by written notice to the extent one or more non-Delinquent Members does not elect other Member, to have an advance pursuant to Section 4.3(a) treated treat the Deficit Contribution as a loan from the Contributing Member to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment Noncontributing Member (a “Default Loan”). A Default Loan shall bear interest at the lesser of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (Ax) the Capital Account rate of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve twenty percent (1220%) per annum. , cumulative but not compounded, or (iiy) To the extent one or more non-Delinquent Members (maximum rate allowable by law. Unless and until the "Lending Member," whether one or more) does elect Contributing Member elects to have an advance pursuant adjust the Percentage Interests and Capital Accounts of the Noncontributing Member and the Contributing Member under the following paragraph, the Default Loan shall be treated as a capital contribution by the Noncontributing Member and shall be credited to Section 4.3(a) constitute a loan its Capital Account Until the Default Loan is paid in full, Company distributions that would otherwise be distributed to the Delinquent Member, such advance Noncontributing Member shall have the following results: 1. the sum advanced shall constitute a loan from the Lending Member be applied to the Delinquent Member Default Loan. Such distributions shall be credited first to unpaid interest and a Capital Contribution of that sum then to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, 2. the principal balance of the loan Default Loan, and all accrued unpaid interest thereon (collectivelyshall be treated for accounting purposes as distributions to the Noncontributing Member. The Default Loan shall be a recourse obligation of the Noncontributing Member, the "Obligation") shall be a demand loan, and shall be due and payable in whole full 30 days after written demand for payment is received by the Noncontributing Member. As collateral for a Default Loan, the Contributing Member shall have a first priority lien upon and security interest in the Noncontributing Member’s Membership Interest, and the Contributing Member shall have all rights of a secured creditor with respect to the Noncontributing Member’s Membership Interest. The preceding sentence is intended to constitute a security agreement within the meaning of Article 9 of the Uniform Commercial Code. Each Member agrees that the Contributing Member may execute such documents and instruments, including but not limited to UCC Financing Statements, as the Contributing Member determines to be necessary to perfect the foregoing security interest; or (ii) The Contributing Member may elect, by written notice to the other Member, to adjust the Capital Accounts and the Percentage Interests of the Contributing Member and the Noncontributing Member, as follows: (1) calculate the “Adjustment Amount” by multiplying the Deficit Contribution by four (4); (2) reduce the Noncontributing Member’s Capital Account (but not below zero) by the Adjustment Amount; (3) increase the Contributing Member’s Capital Account by the amount of the reduction of the Noncontributing Member’s Capital Account; and (4) adjust each Member’s Percentage Interest to the ratio, expressed as a percentage, of its adjusted Capital Account divided by the total adjusted Capital Accounts of both Members. For purposes of the adjustments described in this Section 2.3(a)(ii), the Members’ Capital Accounts shall be determined as of the end of the most recent fiscal quarter and shall be adjusted for any subsequent distributions and contributions, including Deficit Contributions, and for year-to-date income or loss. (iii) The Contributing Member shall have the right until repayment in full of the Default Loan to elect to adjust the Percentage Interests and Capital Accounts, as described in Section 2.3(a)(ii) above. Until such election is made, the Deficit Contribution shall be a Default Loan. At the time the election is made, for purposes of calculating the Adjustment Amount the “Deficit Contribution” shall be equal to the then unpaid principal balance of the Default Loan. If the election is made, the Noncontributing Member’s Capital Account shall be reduced, but not below zero, by the unpaid principal balance of the Default Loan and the Contributing Member’s Capital Account shall be increased by the same amount. Any accrued interest on the tenth Business Day after Default Loan shall be paid to the day written demand requesting payment Contributing Member out of distributions that otherwise would be paid to the Noncontributing Member. Example: Assume each of the ObligationMembers has a Capital Account of $45 million and a Percentage Interest of 50%, and that the Company requires Additional Capital Contributions of $3 million. Assume that Member A fails to contribute, and Member B makes its $1.5 million contribution and also makes a $1.5 million Deficit Contribution. Member A’s Capital Account would be reduced from $45 million to $39 million ($45 million – [$1.5 million x 4]) and its Percentage Interest would be reduced to 41.94% ($39 million ÷ $93 million). Member B’s Capital Account would be increased to $54 million ($45 million + $1.5 million Additional Capital Contribution + $1.5 million Deficit Contribution + $6 million reduction in Member A’s Capital Account) and its Percentage Interest would be increased to 58.06%. (b) The Company may bring an action to enforce the obligation of the Noncontributing Member to make Its Proportionate Share of the Additional Capital Contribution, together with interest thereon at the Interest Rate. (c) The nondefaulting Member may purchase the Membership Interest of the Noncontributing Member pursuant to the provisions of Section 8.2 below.

FAILURE TO CONTRIBUTE. (a) If a Member does not is in Default as a result of its failure to contribute by the time required all or any portion of a Capital Contribution such Member (the "“Delinquent Member"”) is required to make as provided in this Agreement, any one or more nonof the other Members (each a “Non-Delinquent Members Member”) may advance the entire amount of the Delinquent Member's ’s Capital Contribution that is in DefaultDefault as a Capital Contribution (“Default Contribution”), with each nonNon-Delinquent Member electing having the right to participate by making its share of such advance in proportion to its Membership Percentage Interest (without taking into account the Percentage Interests of the Delinquent Member or the non-participating Non-Delinquent Members) or in such other percentages as the participating Non-Delinquent Members may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests:. (ib) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the The Company shall automatically adjust the Membership Percentage Interest for each Member to equal on the percentage obtained by dividing (A) date the Capital Account of such Member (including any Capital Default Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section)is made. Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, (i) Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding Percentage Interests and (ii) the foregoingDefault of the Delinquent Member arising as a result of its failure to make the applicable Capital Contribution shall be deemed cured. (c) With respect to the failure to make any required Capital Contribution for any purpose, the any Non-Delinquent Member shall have the right to re-acquire exercise the interest following remedies with respect to a Delinquent Member in question from addition to the advancing nonrights granted by Sections 4.2(a) and 13.13: (i) such Non-Delinquent Member within 30 days following the date on which may at any time take such Membership Interest adjustment is made by paying the entire amount advanced by action (including court proceedings) as such nonNon-Delinquent Member may deem appropriate to obtain payment by the Delinquent Member of the portion of the Delinquent Member’s Capital Contribution that is in return for Default, along with all costs and expenses associated with the collection of such adjustment, plus twelve percent (12%) per annum.Delinquent Member’s Capital Contribution; and (ii) To the extent one or more nonsuch Non-Delinquent Members (the "Lending Member," whether one Member may at any time exercise any other rights and remedies available under this Agreement or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, such advance shall have the following results: 1. the sum advanced shall constitute a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, 2. the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be due and payable at law or in whole on the tenth Business Day after the day written demand requesting payment of the Obligationequity.

FAILURE TO CONTRIBUTE. (a) 3.3.1 If a any Member does not fails to contribute by the time required timely all or any portion of a any Capital Contribution required to be made by such Member pursuant to this Agreement and such failure continues for a period of five (5) Business Days after receipt by such Member (the such Member being hereinafter referred to as a "Delinquent MemberDELINQUENT MEMBER") is required of notice from the Managing Members specifying such failure (such failure being hereinafter referred to make as provided in this Agreement, any one or more non-Delinquent Members may advance the entire amount of the Delinquent Member's Capital Contribution that is in Default, with each non-Delinquent Member electing to participate making its share of such advance in proportion to its Membership Interest or in such other percentages as the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to "DEFAULT"), then the Managing Members (or, in the event a Managing Member is the Delinquent Member, the other Managing Member or, in writingthe event both Managing Members are the Delinquent Members, a Majority in Interest of the other Members) may, at the time the advance is made then such advance shall automatically result in an immediate adjustment their option, take one or more of the Membership Interestsfollowing actions: (ia) To Take such action (including, without limitation, the extent one or more non-filing of a suit) as they deem appropriate to obtain payment by the Delinquent Members does not elect Member of that portion of its Capital Contribution which is in default, together with interest thereon at the rate of interest equal to have an advance pursuant five percent (5%) per annum plus the prime rate listed from time to Section 4.3(atime in ---- ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Journal (which listing appears as of the ----------------------- date hereof under the caption "Money Rates") treated or, if such listing is no longer published, then the reference rate offered at such time by the Bank of America ▇▇&▇▇, measured from the date that such Capital Contribution was due until the date that such Capital Contribution, together with any costs and expenses incurred by the Company as a loan result of the Default, and together with all interest accrued thereon, is paid to the Company. Until all such amounts have been paid, all distributions that would otherwise be made to such Delinquent Member, or affirmatively elects Member shall be withheld in partial satisfaction of such obligations and shall be first applied to have such advance any costs and expenses incurred by the Company as a result in an adjustment of the Membership InterestsDefault, then to interest earned and unpaid, and then to principal; (b) Advance on a pro rata basis based upon the Company shall automatically adjust relative Percentage Interests of the Membership Interest for each Member to equal participating Members, that portion of such contribution which is in default, on the percentage obtained by dividing following terms: (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A sums thus advanced shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question demand recourse loans from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, such advance shall have the following results: 1. the sum advanced shall constitute a loan from the Lending Member participating therein to the Delinquent Member and a Capital Contribution of that sum such sums to the Company by the Delinquent Member; (B) such loans shall bear interest at the rate of interest equal to five percent (5%) per annum plus the prime rate listed ---- from time to time in The Wall Street Journal (which listing ----------------------- appears as of the date hereof under the caption "Money Rates") or, if such listing is no longer published, then the reference rate offered at such time by the Bank of America NT&SA, measured from the date that the advance was made until the date that such advance, together with any costs and expenses incurred by the Company as a result of the Default, and together with all interest accrued thereon, is repaid to the Members; (C) unless otherwise paid, the repayment of these loans shall be made from any and all distributions of the Company otherwise to be made to the Delinquent Member, with the full amount of such loan (plus all accrued interest thereon) to be refunded in full before any distribution is made to the Delinquent Member during the term of the Company or upon dissolution; and (D) all such repayments shall be first applied to any costs and expenses incurred by the Company as a result of the Default, then to interest earned and unpaid, and then to principal; (c) Unless the Delinquent Member shall have theretofore cured its failure to make the required Capital Contribution (and reimbursed the Company for all costs and expenses incurred as a result of such Default), sell the Delinquent Member's interest in the Company to the other Members wishing to participate (other than the Delinquent Member) on a pro rata basis based upon the relative Percentage Interests of the other participating Members or to any other Person, to the extent the Members fail to purchase their pro rata share, without further notice to the Delinquent Member on the terms and for such consideration as the contributing Member(s) may determine in its sole and absolute discretion. Proceeds from any such sale shall be retained by the Company or the Members (as the case may be) to the extent of the amount, including interest, costs and expenses (including, without limitation, any and all costs and expenses incurred as a result of the Default), then owing to the Company or the Members (as the case may be) (the Delinquent Member remaining liable for any deficiency); any excess shall be paid to the Delinquent Member; and/or (d) Exercise such other rights and remedies to which the contributing Member(s) or the Company may be entitled at law or in equity or by statute. 3.3.2 No right, power or remedy conferred pursuant to the applicable provisions of this Agreement, 2. the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") Paragraph --------- 3.3 shall be due exclusive, and payable each such right, power or remedy shall be cumulative and in whole on the tenth Business Day after the day written demand requesting payment of the Obligationaddition to every other right, power or remedy whether conferred in this Paragraph 3.3 or --------- now or hereafter available at law or in equity or by statute or otherwise.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by the time required all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Operating Agreement, any the Company may exercise, on notice to that Member (the "Delinquent Member"), one or more non-of the following remedies: (i) taking such action (including, without limitation, court proceedings) as the Managers may deem appropriate to obtain payment by the Delinquent Members may advance Member of the entire amount portion of the Delinquent Member's Capital Contribution that is in Defaultdefault, together with each non-interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Delinquent Member electing to participate making its share of such advance Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member," whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the portion of the Delinquent Member's Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Operating Agreement, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day day after written demand therefor by the Lending Member to the Delinquent Member, (C) the amount lent bears interest at the Default Interest Rate from the day written demand requesting that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued thereon have been paid in full to the lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued thereon is secured by a security interest in the Delinquent Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Operating Agreement or available to it at law or in equity, to take any action (including, without Limitation, court proceedings) that the Lending Member may deem appropriate to obtain payment by the Delinquent Member of the loan and all accrued and unpaid interest thereon, at the cost and expense of the Delinquent Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Georgia, as more fully set forth in Section 4.03(b): or (iv) exercising any other rights and remedies available at law or in equity. (b) Each Member giants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that Member as a Delinquent Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued thereon made by Lending Members to that Member as a Delinquent Member pursuant to Section 4.03(a)(ii), a security interest in and a lien on its Membership Interest and the proceeds thereof, all under the Uniform Commercial Code of the State of Georgia. On any default in the payment of a Capital Contribution or in the payment of such a loan or interest accrued thereon, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Georgia with respect to the security interest granted in this Section

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by the time required all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the Company may exercise, on notice to that Member (the "Defaulting Member"), one or more non-Delinquent Members may advance the entire amount of the Delinquent following remedies: (a) taking such action (including, without limitation, court proceedings) as the Managers may deem appropriate to obtain payment by the Defaulting Member of the portion of the Defaulting Member's Capital Contribution that is in Defaultdefault, together with each non-Delinquent Member electing to participate making its share interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of such advance the Defaulting Member; (b) permitting the other Members in proportion to its Membership Interest their Percentage Interests or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member," whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent portion of the Defaulting Member's Capital Contribution that is in default, such advance shall have with the following results: 1. (i) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Defaulting Member and a Capital Contribution of that sum to the Company by the Delinquent Defaulting Member pursuant to the applicable provisions of this Agreement, 2. (ii) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day (10th) day after written demand therefor by the Lending Member to the Defaulting Member, __________________________________________________________________________________________ deeproot Growth Runs Deep Fund, LLC ‐ Operating Agreement (iii) the amount lent bears interest at the Default Interest Rate from the day written demand requesting that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (iv) all distributions from the Company that otherwise would be made to the Defaulting Member (whether before or after termination of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (v) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Defaulting Member's Membership Interest, as more fully set forth in paragraph 15.02 of this Agreement, and (vi) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings) that the Lending Member may deem appropriate to obtain payment by the Defaulting Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Defaulting Member; (c) exercising the rights of a secured party under the Uniform Commercial Code of the State of Texas; (d) reducing the Defaulting Member's Membership Interest or other interest in the Company; (e) subordination of the Defaulting Member's Membership Interest to the nondefaulting Member; (f) a forced sale of the Defaulting Member's Membership Interest at Fair Value and upon the terms of purchase as provided in Article XIV; (g) forfeiture of the Defaulting Member's Membership Interest; or (h) exercising any other rights and remedies available at law or in equity.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by contribute, within 10 Days of the time required date required, all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the other Members may cause the Company to exercise, on notice to that Member (the “Non-Contributing Member”), one or more non-Delinquent of the following remedies: (i) taking such action (including court proceedings) as the other Members may advance deem appropriate to obtain payment by the entire amount Non-Contributing Member of the Delinquent portion of the Non-Contributing Member's ’s Capital Contribution that is in Defaultdefault, together with each noninterest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Member electing to participate making its share of such advance Contributing Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "“Lending Member," ” whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent portion of the Non-Contributing Member’s Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Non-Contributing Member and a Capital Contribution of that sum to the Company by the Delinquent Non-Contributing Member pursuant to the applicable provisions of this Agreement, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day after the day written demand requesting therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Non-Contributing Member’s Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.03(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to such Default. (b) Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code of the State of Delaware. On any default in the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Delaware with respect to the security interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by contribute, within 10 Days of the time required date required, all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the other Members may cause the Company to exercise, on notice to that Member (the "Non-Contributing Member"), one or more non-Delinquent of the following remedies: (i) taking such action (including court proceedings) as the other Members may advance deem appropriate to obtain payment by the entire amount Non-Contributing Member of the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in Defaultdefault, together with each noninterest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Member electing to participate making its share of such advance Contributing Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member," whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Non-Contributing Member and a Capital Contribution of that sum to the Company by the Delinquent Non-Contributing Member pursuant to the applicable provisions of this Agreement, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day after the day written demand requesting therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code, as more fully set forth in Section 4.03(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to such Default. (b) Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of

FAILURE TO CONTRIBUTE. If a Member (a "Defaulting Member") fails to make any Additional Capital Contribution in full within the required time, then a Member who has paid its Profit Ratio of the required Additional Capital Contribution (a "Performing Member") may take any or all of the following actions: (a) If a Member does not contribute by Take any and all action (including litigation) on behalf of the time required all Company or any portion in the Performing Member's own right to obtain payment of a the Defaulting Member's Additional Capital Contribution, together with interest thereon at the Default Interest Rate from the date the Additional Capital Contribution such Member (was due, all at the "Delinquent Member") is required to make as provided in this Agreement, any one or more non-Delinquent Members may advance the entire amount cost and expense of the Delinquent Defaulting Member's . (b) Make an advance to the Company in an amount up to the Additional Capital Contribution that is in Default, with each non-Delinquent the Defaulting Member electing failed to participate making its share of such make. Such advance in proportion to its Membership Interest or in such other percentages as the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance be treated as a loan to the Delinquent Defaulting Member by the Performing Member (an "Interim Loan"), payable on demand with interest at the Default Interest Rate from the date such advance was made. If the Defaulting Member fails to repay the interim Loan with interest within fifteen (15) days after a written demand for payment, then the Performing Member may elect by written notice to the Defaulting Member (a "Dilution Notice") to convert the Interim Loan and all accrued interest thereon to an Additional Capital Contribution and dilute the Profit Ratio of the Defaulting Member. If the performing Member elects to dilute the Profit Ratio of the Defaulting Member, in writing, at then the time the advance is made then such advance shall automatically result in an immediate adjustment Profit Ratio of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect shall be adjusted so that they are in proportion to have an advance pursuant to Section 4.3(a) treated as a loan their total Additional Capital Contributions to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment Company. For purposes of determining the voting tights of the Membership InterestsMembers, the Company such adjustment shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment be effective as of the Membership Interests in date of the manner set forth in the preceding sentenceDilution Notice; for purposes of allocating income and loss, Exhibit A such adjustment shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding effective as of the foregoing, first day of the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days month immediately following the date on which such Membership Interest adjustment is made by paying of the entire amount advanced by such non-Delinquent Dilution Notice. If a Defaulting Member in return for such adjustmentdoes not cure its default within six (6) Months of the date of the Dilution Notice, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members (reallocation of the "Lending Member," whether one or more) does elect Profit Ratio shall be permanent and the Defaulting Member shall not be permitted to have an advance pursuant to Section 4.3(a) constitute a loan to subsequently cure the Delinquent default and restore the prior Profit Ratio without the express prior written consent of the Performing Member, such advance shall have which may be granted or withheld in the following results: 1. the sum advanced shall constitute a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, 2. the principal balance discretion of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be due and payable in whole on the tenth Business Day after the day written demand requesting payment of the ObligationPerforming Member.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by contribute, within 10 Days of the time required date required, all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the other Members may cause the Company to exercise, on notice to that Member (the "Non-Contributing Member"), one or more non-Delinquent of the following remedies: (i) taking such action (including court proceedings) as the other Members may advance deem appropriate to obtain payment by the entire amount Non-Contributing Member of the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in Defaultdefault, together with each noninterest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Member electing to participate making its share of such advance Contributing Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member," whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Non-Contributing Member and a Capital Contribution of that sum to the Company by the Delinquent Non-Contributing Member pursuant to the applicable provisions of this Agreement, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day after the day written demand requesting therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.03(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to such Default. (b) Subject and subordinate to the rights of any creditor of the Company under the Loan Documents, each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code. On any default in the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Delaware with respect to the security interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) 1. If a Member does not contribute by Partner fails to make a required Capital Contribution, the time required all or any portion of a Capital Contribution such Member Partnership may exercise, on notice to that Partner (the "Delinquent MemberPartner") is required to make as provided in this Agreement), any one or more non-Delinquent Members may advance of the entire amount following remedies: a. taking such action, at the cost and expense of the Delinquent MemberPartner, to obtain payment by the Delinquent Partner of the portion of the Delinquent Partner's Capital Contribution that is in Defaultdefault, together with each non-Delinquent Member electing to participate making its share of such advance interest on that amount at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made; b. permitting the Partners, in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member," Partner", whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the portion of the Delinquent MemberPartner's Capital Contribution that is in default, such advance shall have with the following results: (1. ) the sum advanced shall constitute constitutes a loan from the Lending Member Partner to the Delinquent Member Partner and a Capital Contribution of that sum to the Company Partnership by the Delinquent Member pursuant to the applicable provisions of this AgreementPartner, (2. ) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day day after written demand by the Lending Partner to the Delinquent Partner, (3) the amount lent bears interest at the Default Interest Rate from the day written demand requesting that the advance is deemed made until the date that the loan, together with all interest accrued, is repaid to the Lending Partner, (4) all distributions from the Partnership that would be made to the Delinquent Partner shall be paid to the Lending Partner until the loan and all interest accrued have been paid in full, (5) the payment of the Obligationloan and interest accrued is secured by a security interest in the Delinquent Partner's Partnership Interest, (6) the Lending Partner has the right, in addition to the other rights and remedies granted to it under this Agreement or at law or in equity, to take any action, at the cost and expense of the Delinquent Partner, that the Lending Partner may deem appropriate to obtain payment by the Delinquent Partner of the loan and all accrued and unpaid interest; c. exercising the rights of a secured party under the Uniform Commercial Code of the State of d. exercising any other rights and remedies available at law or in equity. 2. Each Partner grants to the Partnership, and to the Lending Partner with respect to any loans made to that Partner, as security, equally and ratably for the payment of all Capital Contributions that Partner has agreed to make and the payment of all loans and interest accrued made by Lending Partners to that Partner, a security interest in its Partnership Interest under the Uniform Commercial Code of the State of Texas. On any default in the payment of a required Capital

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by contribute, within 10 Days of the time required date required, all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the other Members may cause the Company to exercise, on notice to that Member (the "Non-Contributing Member"), one or more non-Delinquent of the following remedies: (i) taking such action (including court proceedings) as the other Members may advance deem appropriate to obtain payment by the entire amount Non-Contributing Member of the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in Defaultdefault, together with each noninterest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Member electing to participate making its share of such advance Contributing Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member," whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Non-Contributing Member and a Capital Contribution of that sum to the Company by the Delinquent Non-Contributing Member pursuant to the applicable provisions of this Agreement, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day after the day written demand requesting therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non- Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code, as more fully set forth in Section 4.03(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to such Default. (b) Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code. On any default in the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code with respect to the security interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by contribute, within 10 Days of the time required date required, all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the other Members may cause the Company to exercise, on notice to that Member (the "Non- Contributing Member"), one or more non-Delinquent of the following remedies: (i) taking such action (including court proceedings) as the other Members may advance deem appropriate to obtain payment by the entire amount Non-Contributing Member of the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in Defaultdefault, together with each noninterest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Member electing to participate making its share of such advance Contributing Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member," whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Non-Contributing Member and a Capital Contribution of that sum to the Company by the Delinquent Non-Contributing Member pursuant to the applicable provisions of this Agreement, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day after the day written demand requesting therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.03(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to such Default. (b) Subject and subordinate to the rights of any creditor of the Company under the Loan Documents, each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code. On any default in the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Delaware with respect to the security interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the

FAILURE TO CONTRIBUTE. (a) If a any Series A Preferred Member does not contribute by the time required all or any portion of a fails to make an additional Capital Contribution in accordance with Section 4.3(a) in the full amount required by any Additional Funding Request (assuming there is no good faith dispute regarding whether the conditions set forth in Section 3.2(a) of the Preferred Purchase Agreement were satisfied or waived with respect to such Member (Additional Funding Request) on the "Delinquent Member") is required due date therefor, a “Preferred Payment Default” shall be deemed to make as provided have occurred in this Agreement, any one or more non-Delinquent Members may advance the entire amount of the Delinquent Member's Capital Contribution that is in Default, with each non-Delinquent Member electing to participate making its share of such advance in proportion to its Membership Interest or in such other percentages as Default Amount. 31 (b) In the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of event a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership InterestsPreferred Payment Default has occurred: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust have the Membership Interest right, but not the obligation, to sell additional Series A Preferred Units to a third party (a “Third-Party Purchaser”), at the Series A Preferred Issue Amount per Series A Preferred Unit and otherwise on the same terms as the Series A Preferred Units held by the defaulting Series A Preferred Member (such Member, a “Defaulting Preferred Member”), equal in number to the number of Series A Preferred Units that would have been issued to the Defaulting Preferred Member in exchange for each Member to equal receipt of the percentage obtained by dividing (A) the Capital Account amount of such Member (including any Capital Contribution made by such Member under this Section by not paid (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section“Default Amount”). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum.; (ii) To the extent one or more non-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, such advance Company shall have the following results: 1. right, but not the sum advanced shall constitute a loan from obligation, to cause the Lending Remaining Commitment with respect to the Defaulting Preferred Member to the Delinquent Member and a Capital Contribution of that sum be reduced to $0.00; and (iii) the Company by may, at its option, pursue any other rights and remedies available to it at law or in equity against the Delinquent Defaulting Preferred Member pursuant to the applicable provisions of Preferred Purchase Agreement or this Agreement, 2. , including (x) the principal balance right to specific performance of such Defaulting Preferred Member’s obligation to make such additional Capital Contribution and (y) pursuing a claim for actual damages of the loan and all accrued unpaid interest thereon (collectively, Company or the "Obligation") shall be due and payable in whole on the tenth Business Day after the day written demand requesting payment of the ObligationSummit Member resulting from such Preferred Payment Default.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by contribute, within 10 Days of the time required date required, all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the other Members may cause the Company to exercise, on notice to that Member (the "Non-Contributing Member"), one or more non-Delinquent of the following remedies: (i) taking such action (including court proceedings) as the other Members may advance deem appropriate to obtain payment by the entire amount Non-Contributing Member of the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in Defaultdefault, together with each noninterest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Member electing to participate making its share of such advance Contributing Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "Lending Member,, " whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent portion of the Non-Contributing Member's Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Non-Contributing Member and a Capital Contribution of that sum to the Company by the Delinquent Non-Contributing Member pursuant to the applicable provisions of this Agreement, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day after the day written demand requesting therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.03(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to such Default. (b) Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code of the State of Delaware. On any default in the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Delaware with respect to the security interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Member does not fails to contribute by the time required all or any portion of a Capital Contribution such Member (the "Delinquent Member") that it is required to make as provided in accordance with this Agreement, and such failure continues for five (5) Business Days after receipt by such Member of written notice thereof from the Company or any one or more Member (a “Contribution Default”), then the non-Delinquent Members Defaulting Member may (in its sole discretion) advance or contribute all or any portion of the entire amount of the Delinquent Defaulting Member's ’s Capital Contribution that is in the cause of the Contribution Default, with each . If the non-Delinquent Defaulting Member electing to participate making its share makes any such advance or contribution, (i) the amount of such advance in proportion to its Membership Interest or in such other percentages as contribution and the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf amount of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; providedDefaulting Member’s Capital Contribution for the applicable Capital Call shall be treated as a “Default Advance” or a “Default Contribution”, howeveras the case may be, that if for purposes of this Agreement and (ii) the advancing non-Delinquent Defaulting Member does not shall notify the Company in writing as to whether the amounts paid by the Member constitute Default Advances or Default Contributions. In lieu of its election to have allmaking a Default Advance or a Default Contribution, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to Defaulting Member may request in writing that the Delinquent Company return the non-Defaulting Member’s Capital Contribution for the applicable Capital Call, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, and the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing do so within five (A5) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment Business Days of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annumDefaulting Member’s written request. (iib) To the extent one or more non-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, such advance shall have the following results: 1. the sum advanced The amount of any Default Advance shall constitute a loan from the Lending applicable non-Defaulting Member to the Delinquent Company. The Default Advance shall bear interest, compounding quarterly, at the Default Interest Rate from the date on which the Default Advance is made until the date that the loan, together with all interest accrued thereon, is repaid to the non-Defaulting Member. The Default Advance and any interest thereon shall be paid by the Company to the non-Defaulting Member and in accordance with Section 5.6(a)(i). (c) The amount of any Default Contribution shall constitute a Capital Contribution of that sum by the applicable non-Defaulting Member to the Company Company. Distributions with respect to the Default Contribution and the Priority Return with respect to the Default Contribution shall be made by the Delinquent Member pursuant Company to the applicable provisions of this Agreement, 2. the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be due and payable non-Defaulting Member in whole on the tenth Business Day after the day written demand requesting payment of the Obligationaccordance with Section 5.6(a)(ii).

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by the time required all or any portion of a Capital Contribution such Member (the "Delinquent Member") is required to make as provided in this Agreement, any the Company (by vote of at least a majority of the Membership Interest remaining after excluding the Membership Interest of the Delinquent Member) may exercise, on written notice to such Delinquent Members, one or more non-of the following remedies: (i) taking such action (including, without limitation, court proceedings) as the Company may deem appropriate to obtain payment by the Delinquent Members may advance Member of the entire amount portion of the Delinquent Member's Capital Contribution that is in Defaultdefault, along with each non-Delinquent Member electing to participate making its share the costs and expenses associated with the collection of such advance Delinquent Member's Capital Contribution; (ii) permitting the other Members in proportion to its their Membership Interest or in such other percentages as they may agree (the participating Members may agree. Each non-"Lending Member," whether one or more), to advance the portion of the Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have Member's Capital Contribution that is in default, with the right to designate following results: (1) the extent to which such advance will (x) constitute sum advanced constitutes a loan from the Lending Member to the Delinquent Member and/or and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, (y2) result the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") is due and payable in an immediate adjustment whole on the tenth Business Day after the day written demand requesting payment of the Obligation is made by the Lending Member to the Delinquent Member, (3) the amount lent bears interest at the Default Interest Rate from the date on which the advance is deemed made until the date that the loan, together with all interest accrued thereon and all costs and expenses associated therewith ("Costs"), is repaid to the Lending Member, (4) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the Obligation and any Costs have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest, second to Costs, and finally to principal), (5) the payment of the Obligation and Costs is secured by a Security Interest in the Delinquent Member's Membership Interest, as more fully set forth in Section 4.03(b), and (6) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings and exercising the rights of a secured party under the Uniform Commercial Code of the State of Texas) that the Lending Member may deem appropriate to obtain payment from the Delinquent Member of the Obligation and all Costs; or (iii) exercising any other rights and remedies available at law or in equity; or (iv) the other Members (by affirmative vote of at least a majority of the Membership Interests of the Delinquent Member and the non-Delinquent Member making held by such election; provided, however, that if the advancing non-Delinquent Member does not notify other Members) may elect to make any such unpaid Capital Contributions to the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically and adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section Section) by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (iib) To the extent one or more non-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, such advance shall have the following results: 1. the sum advanced shall constitute a loan from the Lending Each Member to the Delinquent Member and a Capital Contribution of that sum grants to the Company and to each Lending Member with respect to any Obligation and Costs owed to such Lending Member by the that Member as Delinquent Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, a Security Interest its Membership Interest and the applicable proceeds thereof, all under the Uniform Commercial Code of the State of Texas. The Security Interest secures the payment of all Capital Contributions such Member has agreed to make and the payment of any Obligation and Costs owed to a Lending Member by such Member as a Delinquent Member pursuant to Section 4.03(a)(ii). On any default in the payment of a Capital Contribution or in the payment of any Obligation or Costs, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Texas with respect to the Security Interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the Lending Member, as applicable, all financing statements and other instruments that the Company or the Lending Member, as applicable, may request to effectuate and carry out the preceding provisions of this Agreement, 2Section 4.03(b). At the principal balance option of the loan Company or Lending Member, as applicable, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement. (c) In addition to the remedies set forth above in this Section 4.03, if any Member is in Default with respect to the payment of any Initial Capital Contribution, then the other Members (by affirmative vote of at least a majority of the Membership Interests held by such other Members) may expel the Member in Default from the Company and all accrued unpaid interest thereon such other Members may purchase (collectivelyin such percentages as may be determined by such other Members), or cause the Company to purchase, the "Obligation") shall be due and payable in whole on the tenth Business Day after the day written demand requesting payment Membership Interest of the ObligationMember in Default, as of the expulsion date, at a price equal to the greater of $1.00 or the balance in the Capital Account of the Member in Default as shown by the Company's books immediately prior to the purchase less (A) all costs incurred or reasonably anticipated to be incurred by the Company and the other Members to remedy the Default and (B) all damages to the Company or the other Members resulting from such Default by giving written notice specifying the expulsion date and purchase. It is the intent of the parties to this Agreement that upon such expulsion and purchase, the Company shall continue to exist and operate without interruption, dissolution or termination, and without impairing or reducing in any way its rights and obligations to third parties.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by contribute, within 10 Days of the time required date required, all or any portion of a Capital Contribution such that Member (the "Delinquent Member") is required to make as provided in this Agreement, any the other Members may cause the Company to exercise, on notice to that Member (the “Non-Contributing Member” ), one or more non-Delinquent of the following remedies: (i) taking such action (including court proceedings) as the other Members may advance deem appropriate to obtain payment by the entire amount Non-Contributing Member of the Delinquent portion of the Non-Contributing Member's ’s Capital Contribution that is in Defaultdefault, together with each noninterest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Member electing to participate making its share of such advance Contributing Member; (ii) permitting the other Members in proportion to its Membership Interest their Sharing Ratios or in such other percentages as the participating Members they may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members agree (the "“Lending Member," ” whether one or more) does elect ), to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent portion of the Non-Contributing Member’s Capital Contribution that is in default, such advance shall have with the following results: 1. (A) the sum advanced shall constitute constitutes a loan from the Lending Member to the Delinquent Non-Contributing Member and a Capital Contribution of that sum to the Company by the Delinquent Non-Contributing Member pursuant to the applicable provisions of this Agreement, 2. (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be is due and payable in whole on the tenth Business Day after the day written demand requesting therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the Obligationloan and interest accrued on it is secured by a security interest in the Non-Contributing Member’s Membership Interest, as more fully set forth in Section 4,02(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.02(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to such Default.

FAILURE TO CONTRIBUTE. (a) 3.3.1 If a any Member does not fails to contribute by the time required timely all or any portion of a any Capital Contribution required to be made by such Member pursuant to this Agreement and such failure continues for a period of five (5) Business Days after receipt by such Member (the such Member being hereinafter referred to as a "Delinquent Member") is required of notice from the Managing Members specifying such failure (such failure being hereinafter referred to make as provided in this Agreement, any one or more non-Delinquent Members may advance the entire amount of the Delinquent Member's Capital Contribution that is in Default, with each non-Delinquent Member electing to participate making its share of such advance in proportion to its Membership Interest or in such other percentages as the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to "Default"), then the Managing Members (or, in the event a Managing Member is the Delinquent Member, the other Managing Member or, in writingthe event both Managing Members are the Delinquent Members, a Majority in Interest of the other Members) may, at the time the advance is made then such advance shall automatically result in an immediate adjustment their option, take one or more of the Membership Interestsfollowing actions: (ia) To Take such action (including, without limitation, the extent one or more non-filing of a suit) as they deem appropriate to obtain payment by the Delinquent Members does not elect Member of that portion of its Capital Contribution which is in default, together with interest thereon at the rate of interest equal to have an advance pursuant five percent (5%) per annum plus the prime rate listed from time to Section 4.3(atime in The Wall Street Journal (which listing appears as of the date hereof under the caption "Money Rates") treated or, if such listing is no longer published, then the reference rate offered at such time by the Bank of America NT&SA, measured from the date that such Capital Contribution was due until the date that such Capital Contribution, together with any costs and expenses incurred by the Company as a loan result of the Default, and together with all interest accrued thereon, is paid to the Company. Until all such amounts have been paid, all distributions that would otherwise be made to such Delinquent Member, or affirmatively elects Member shall be withheld in partial satisfaction of such obligations and shall be first applied to have such advance any costs and expenses incurred by the Company as a result in an adjustment of the Membership InterestsDefault, then to interest earned and unpaid, and then to principal; (b) Advance on a pro rata basis based upon the Company shall automatically adjust relative Percentage Interests of the Membership Interest for each Member to equal participating Members, that portion of such contribution which is in default, on the percentage obtained by dividing following terms: (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A sums thus advanced shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question demand recourse loans from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, such advance shall have the following results: 1. the sum advanced shall constitute a loan from the Lending Member participating therein to the Delinquent Member and a Capital Contribution of that sum such sums to the Company by the Delinquent Member; (B) such loans shall bear interest at the rate of interest equal to five percent (5%) per annum plus the prime rate listed from time to time in The Wall Street Journal (which listing appears as of the date hereof under the caption "Money Rates") or, if such listing is no longer published, then the reference rate offered at such time by the Bank of America NT&SA, measured from the date that the advance was made until the date that such advance, together with any costs and expenses incurred by the Company as a result of the Default, and together with all interest accrued thereon, is repaid to the Members; (C) unless otherwise paid, the repayment of these loans shall be made from any and all distributions of the Company otherwise to be made to the Delinquent Member, with the full amount of such loan (plus all accrued interest thereon) to be refunded in full before any distribution is made to the Delinquent Member during the term of the Company or upon dissolution; and (D) all such repayments shall be first applied to any costs and expenses incurred by the Company as a result of the Default, then to interest earned and unpaid, and then to principal; (c) Unless the Delinquent Member shall have theretofore cured its failure to make the required Capital Contribution (and reimbursed the Company for all costs and expenses incurred as a result of such Default), sell the Delinquent Member's interest in the Company to the other Members wishing to participate (other than the Delinquent Member) on a pro rata basis based upon the relative Percentage Interests of the other participating Members or to any other Person, to the extent the Members fail to purchase their pro rata share, without further notice to the Delinquent Member on the terms and for such consideration as the contributing Member(s) may determine in its sole and absolute discretion. Proceeds from any such sale shall be retained by the Company or the Members (as the case may be) to the extent of the amount, including interest, costs and expenses (including, without limitation, any and all costs and expenses incurred as a result of the Default), then owing to the Company or the Members (as the case may be) (the Delinquent Member remaining liable for any deficiency); any excess shall be paid to the Delinquent Member; and/or (d) Exercise such other rights and remedies to which the contributing Member(s) or the Company may be entitled at law or in equity or by statute. 3.3.2 No right, power or remedy conferred pursuant to the applicable provisions of this Agreement, 2. the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") Paragraph 3.3 shall be due exclusive, and payable each such right, power or remedy shall be cumulative and in whole on the tenth Business Day after the day written demand requesting payment of the Obligationaddition to every other right, power or remedy whether conferred in this Paragraph 3.3 or now or hereafter available at law or in equity or by statute or otherwise.

FAILURE TO CONTRIBUTE. (a) If a Member (the “Delinquent Member”) does not contribute by the time required all or any portion of a an additional Capital Contribution that such Member (the "Delinquent Member") is required to make as provided in this Agreementunder Sections 3.4 (the “Default Amount”), any one or more non-Delinquent Members may advance then the entire amount Company, at the direction of the Delinquent Member's Capital Contribution that is in Default, with each nonother members (the “Non-Delinquent Member electing to participate making its share of such advance in proportion to its Membership Interest or in such other percentages as the participating Members may agree. Each non-Delinquent Member who makes such an advance on behalf of Defaulting Members”) holding a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment majority of the Membership Interests of the Delinquent Member Non-Defaulting Members, may take any or all of the following actions: (i) pursue any remedies at law to collect the Default Amount and any interest accrued thereon, and recover the noncosts of collection; or (ii) require the Non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify Defaulting Members to make a Capital Contribution to the Company of its election in an amount equal to have allthe Default Amount, or any portion of such advance in the proportion that their Membership Interests bear to each other, which shall be treated as a recourse loan from the Non-Defaulting Members to the Delinquent Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to secured by the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the ’s Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member“Default Loan”), such advance shall have the following results: 1. the sum advanced shall constitute a loan from the Lending Member to the Delinquent Member and as a Capital Contribution of that sum same amount to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, 2Member. the The principal balance of the loan Default Loan shall be equal to the aggregate amount of the Capital Contribution made by the Non-Defaulting Members pursuant to this Section 3.5(a), and shall bear interest at a rate equal to the Default Interest Rate. The Non-Defaulting Members are hereby authorized to take all actions and sign all documents they deem required or necessary to perfect their security interest in the Delinquent Member’s Membership Interest. While any Default Loan is outstanding and unrepaid, the Company shall pay directly to the Non-Defaulting Members (in the same proportions that the Non-Defaulting Members made the Capital Contribution to the Company) any distributions to which the Delinquent Member is entitled pursuant to Article 4 until such Default Loan with interest has been repaid in full. The principal and accrued but unpaid interest thereon (collectively, under the "Obligation") Default Loan shall be due and payable in whole full on the tenth Business Day after the day written demand requesting payment third anniversary of the Obligationdate on which the Default Loan was made. If any Default Loan and accrued but unpaid interest thereon is not paid when due, the Non-Defaulting Members shall, without forfeiting other remedies, be entitled to continue to receive all amounts that would otherwise be distributed by the Company to the Delinquent Member until such Default Loan with all accrued but unpaid interest (plus any costs of collection) is paid in full. (b) THE MEMBERS AGREE THAT THE LIQUIDATED DAMAGES DESCRIBED IN THIS SECTION 3.5 ARE A FAIR AND ADEQUATE MEASURE OF THE DAMAGES THAT WILL BE SUFFERED BY THE NON-DEFAULTING MEMBERS AS A RESULT OF A BREACH BY A MEMBER OF ITS OBLIGATION TO MAKE CAPITAL CONTRIBUTIONS UNDER SECTIONS 3.4 AND NOT A PENALTY.

FAILURE TO CONTRIBUTE. (a) If a Member does not contribute by the time required all or any portion of a Capital Contribution such Member (the "Delinquent Non-Contributing Member") is required fails to make an Additional Property Acquisition Contribution or an Additional Capital Contribution within the specified time as provided in this Agreementa Final Acquisition Proposal or a Capital Contribution Notice (in either case, any one a "Deficiency"), then the other Member (i.e., the Member other than the Non-Contributing Member) (the "Contributing Member") may, in its sole and absolute discretion within thirty (30) days after the date the Deficiency was required to be contributed, elect to either (i) withdraw its share of such Additional Property Acquisition Contribution or more non-Delinquent Members Additional Capital Contribution, as the case may advance be, in which event the applicable Final Acquisition Proposal or Capital Contribution Notice shall be deemed cancelled and the Contributing Member's contribution shall be refunded to it, or (ii) pursuant to Section 8.5(b) below, lend to the Company the entire amount of the Delinquent Member's such Additional Property Acquisition Contribution or Additional Capital Contribution that is (the "Member Loan Option"). If the Contributing Member elects to exercise the Member Loan Option, then the amount previously advanced by the Contributing Member to the Company shall be treated as a portion of the Member Loan described in DefaultSection 8.5(b) below. If the Contributing Member fails, with each non-Delinquent within such thirty (30) day period, to withdraw its portion of the Additional Property Acquisition Contribution or Additional Capital Contribution or fund the Deficiency to the Company in exercise of the Member electing Loan Option, then the Contributing Member shall be deemed to participate making have elected to proceed under clause (i) above and the Company shall promptly return to the Contributing Member its share of such advance Additional Property Acquisition Contribution or Additional Capital Contribution, as applicable. In addition, in proportion the event the Contributing Member elects to withdraw its Membership Interest portion of an Additional Property Acquisition Contribution with the result that the proposed acquisition of a Target Property is terminated, the Non-Contributing Member shall promptly pay or reimburse all Pursuit Costs and any forfeited e▇▇▇▇▇▇ money incurred by the Company or the Contributing Member in connection with the proposed acquisition and subsequent failure to acquire such other percentages Target Property, and shall not be entitled to reimbursement from the Company for any such costs to the extent incurred by such Non-Contributing Member. Until such time as such amounts have been paid in full by the participating Members may agree. Each nonNon-Delinquent Contributing Member who makes all distributions pursuant to this Agreement that would otherwise be paid to the Non-Contributing Member shall instead be paid to the Company or the Contributing Member, as applicable, in payment of such an advance obligation on behalf of a Delinquent Member shall have the right to designate the extent to which such advance will (x) constitute a loan to the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the nonNon-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Contributing Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Members does not elect to have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such advance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the extent one or more non-Delinquent Members (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, such advance shall have the following results: 1. the sum advanced shall constitute a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, 2. the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") shall be due and payable in whole on the tenth Business Day after the day written demand requesting payment of the Obligation