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 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) If by the required date under any approved Cash Notice, a Member (the “Non-Contributing Member”) shall fail to pay all or any part of its Requested Amount, the other Member or Members (each, a “Contributing Member”) (i) may pay to the Company as a Contribution the portion of the Requested Amount not paid by the Non-Contributing Member (the “Deficiency”), as provided in subsection (b) below, (ii) may advance directly to the Company the Deficiency as a recourse loan to the Company, as provided in subsection (c) below or (iii) may treat the Non-Contributing Member’s failure to contribute as a default under this Agreement (and as a Terminating Event as to the Non-Contributing Member). If there is more than one Contributing Member, the payment or advance of the Deficiency described above shall be proportionate to each such Member’s Proportionate Share, provided that if any Contributing Member does not contribute elect to pay or advance its full share of the Deficiency pursuant to clause (i) or (ii) above, such Contributing Member shall be treated as a Non-Contributing Member with respect to such share of the Deficiency and the other Contributing Member or Members may pay or advance the additional portion of the Deficiency pursuant to clause (i) or (ii) above. Subject to Section 6.2, the remedies set forth in clauses (i), (ii) and (iii) shall be the exclusive remedies of the Contributing Member or Members for a Non-Contributing Member’s failure to pay or advance additional capital as required by this Agreement; if the Contributing Members avail themselves of either of the remedies in clauses (i) or (ii) above, the Non-Contributing Member’s failure shall not otherwise be treated as a default under this Agreement. If there is more than one Contributing Member, the election to proceed under clause (i) or clause (ii) above shall require the unanimous decision of the Contributing Members; in the absence of such unanimity, the Contributing Members shall proceed under clause (ii). (b) In the event the Contributing Members elect to pay the Deficiency to the Company as a Contribution, then, effective as of the date of the payment, both the portion of the Deficiency so paid together with all Requested Amounts previously paid by the time required all Contributing Member or any portion Members in connection with the Cash Notice shall be deemed Contributions, and the Proportionate Shares of each of the Members shall be recalculated as follows: each Member’s Proportionate Share shall be adjusted to a Capital Contribution percentage obtained by dividing such Member Member’s aggregate Contributions (including the "Delinquent Member"Deficiency Contribution) is required to make as provided in this Agreement, any one or more non-Delinquent Members may advance of such date by the entire total amount of the Delinquent Member's Capital Contribution that is in Default, with each non-Delinquent Member electing to participate making its share Contributions by all Members as of such advance in proportion date. (c) If the Contributing Member or Members elect 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 make a loan to the Delinquent Member and/or (y) result in an immediate adjustment Company as provided above, both the portion of the Membership Interests Deficiency so advanced, together with all Requested Amounts previously paid or advanced by the Contributing Member or Members in connection with the Cash Notice (regardless of the Delinquent Member and the non-Delinquent Member making such election; providedtheir initial characterization), 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 directly 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 Contributing Member or Members as a demand, recourse loan (a “Deficit Loan”). Each Deficit Loan shall bear interest at an annual rate of 20% (or, if lower, the maximum rate allowed by applicable law), compounded monthly, and shall be payable on demand. Any payments on a Deficit Loan shall be credited first to any interest then due on the loan with the balance of such distributions to be credited against the outstanding principal balance of such loan. (d) If a Deficit Loan is not repaid in full within 30 days following demand at the election of the Contributing Member or Members, the loan may, at any time thereafter, be converted to an additional Contribution to the Company by the Contributing Member or Members in the amount of the sum of the then outstanding balance of principal and interest on the Deficit Loan, and the Proportionate Shares of the Members shall be adjusted pursuant to the applicable provisions of this Agreement, 2. formula set forth in subsection (b) above based on the principal balance Contributing Member’s contribution 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 amount of the ObligationDeficit Loan.

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 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

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 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 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. (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) 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 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. 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 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).