Common use of Default by a Member Clause in Contracts

Default by a Member. If for any reason one or more Members of the Underwriting Group shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Member, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Members shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Members to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Member or Members and upon the terms herein set forth, the Shares which such defaulting Member or Members agreed to purchase. If the non-defaulting Members fail so to make such arrangements with respect to all such Shares, the number of Shares which each non-defaulting Member is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Shares which the defaulting Member or Members agreed to purchase; provided, however, that the non-defaulting Members shall not be obligated to purchase the Shares which the defaulting Member or Members agreed to purchase in excess of 10% of the total number of Shares which such non-defaulting Member agreed to purchase hereunder, and provided further that the non-defaulting Members shall not be obligated to purchase any Shares which the defaulting Member or Members agreed to purchase if such additional purchase would cause the Member to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Shares which the defaulting Member or Members agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing determined as provided in Section 3.2.2 hereof for not more than seven business days after the date originally fixed as the Closing pursuant to said Subsection 3.2.2 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Members nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Shares which the defaulting Member or Members agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Member.

Default by a Member. If for a Member fails to timely make any reason one or more Members required Contribution (a “Defaulting Member”), in Manager’s sole discretion, Company may take any of the Underwriting Group shall fail or refuse actions set forth in Sections 3.2 (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 9 hereofa) to purchase and pay for the number of Shares agreed to be purchased by such Member, the through (c): (a) Company shall immediately give notice thereof to the Representative, and may request the non-defaulting Defaulting Members shall have to voluntarily pay to Company amounts, in proportion to their respective Percentages, totaling up to the right within 24 hours after the receipt by the Representative amount of such noticedefaulted Contribution (the “Defaulted Amount”). Company’s request (an “Overcall”) shall state whether such payments (“Overcall Payments”) will be treated as loans pursuant to Section 3.2(a)(i) or additional Contributions pursuant to Section 3.2(a)(ii). If fewer than all non-Defaulting Members wish to make Overcall Payments, Company may request the non-Defaulting Members wishing to purchase make Overcall Payments to increase the amounts thereof, in proportion to the respective Percentages of the non-Defaulting Members wishing to so increase their Overcall Payments, as necessary for the Overcall Payments to total the Defaulted Amount or procure one or more other Members to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Member or Members and upon the terms herein set forththey otherwise agree; (i) If Manager so determines, the Shares which such defaulting Member or Members agreed to purchase. If Overcall Payments shall be treated as demand loans by the non-defaulting Defaulting Members fail to the Defaulting Member, bearing interest at the Interest Rate, and a Contribution by the Defaulting Member of the Defaulted Amount. Until the Overcall Payments shall be fully repaid (with interest), any amount otherwise Distributable by Company to the Defaulting Member shall be paid instead to the non-Defaulting Members that shall have made the Overcall Payments, pro rata in respect of the outstanding balances thereof; (ii) If Manager so determines, the Overcall Payments shall be treated as Contributions by the non-Defaulting Members making them, in which case, the Defaulting Member’s Percentage shall be reduced pro rata and the Percentage of the non-Defaulting Members making them shall be adjusted to make such arrangements reflect the new relative proportions thereof. (b) Unless the Defaulted Amount is fully funded by an Overcall, Company may treat amounts paid by the non-Defaulting Members with respect to all the Call as loans to Company, bearing interest at the Interest Rate and maturing in one year. Company may not make any Distribution until such Sharesloans are repaid in full (with interest); or (c) Company may (i) extend the Defaulting Member’s time for payment, with interest at the Interest Rate, of the Call or (ii) waive the Defaulting Member’s payment, in whole or part, of the Call, in which case the Members’ respective Percentages shall be adjusted in proportion to their respective Capital Accounts. (d) In each case, the number of Shares which each non-defaulting Defaulting Member is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Shares which the defaulting Member liable for any costs incurred by Company or Members agreed to purchase; provided, however, that the non-defaulting Members shall not be obligated to purchase the Shares which the defaulting Member or Members agreed to purchase in excess of 10% of the total number of Shares which such non-defaulting Member agreed to purchase hereunder, and provided further that the non-defaulting Members shall not be obligated to purchase any Shares which the defaulting Member or Members agreed to purchase if such additional purchase would cause the Member to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Shares which the defaulting Member or Members agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing determined as provided in Section 3.2.2 hereof for not more than seven business days after the date originally fixed as the Closing pursuant to said Subsection 3.2.2 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Members nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Shares which the defaulting Member or Members agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Defaulting Member in enforcing its or his rights pursuant to this Section 3.2. Each Defaulting Member hereby grants a security interest in such Defaulting Member’s Interest, to secure the Defaulting Member’s obligations pursuant to this Section 3.2, and authorizes Manager to file UCC financing statements on behalf of Company or Defaulting Members with respect thereto.

Default by a Member. If for any reason one or more Members of the Underwriting Group shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 9 hereof) to purchase and pay for the number of Shares Units agreed to be purchased by such Member, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Members shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Members to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Member or Members and upon the terms herein set forth, the Shares Units which such defaulting Member or Members agreed to purchase. If the non-defaulting Members fail so to make such arrangements with respect to all such SharesUnits, the number of Shares Units which each non-defaulting Member is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Shares Units which the defaulting Member or Members agreed to purchase; provided, however, that the non-defaulting Members shall not be obligated to purchase the Shares Units which the defaulting Member or Members agreed to purchase in excess of 10% of the total number of Shares Units which such non-defaulting Member agreed to purchase hereunder, and provided further that the non-defaulting Members shall not be obligated to purchase any Shares Units which the defaulting Member or Members agreed to purchase if such additional purchase would cause the Member to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Shares Units which the defaulting Member or Members agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 2414-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Shares Units on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing determined as provided in Section 3.2.2 hereof for not more than seven business days after the date originally fixed as the Closing pursuant to said Subsection 3.2.2 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Members nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Shares Units which the defaulting Member or Members agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Member, except the Company shall be liable for actual expenses incurred by the Representative as provided in Section 3.4 hereof, and without any liability on the part of any non-defaulting Member to the Company.

Default by a Member. If for any reason one or more Members of the Underwriting Group shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 9 10 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Member, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Members shall have the right right, within 24 twenty-four (24) hours after the receipt by the Representative of such notice, to purchase or procure one or more other Members to purchase, in such proportions as may be agreed upon among between the Representative and such purchasing Member or Members Members, and upon the terms herein set forth, the Shares which such defaulting Member or Members agreed to, and subsequently failed, to purchase. If the non-defaulting Members fail so to make such arrangements with respect to all such Shares, the number of Shares which each non-defaulting Member is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata PRO RATA to absorb the remaining Shares which the defaulting Member or Members agreed to purchase; provided, however, that the non-defaulting Members shall not be obligated to purchase the Shares which the defaulting Member or Members agreed to purchase in excess if the aggregate number of such Shares exceeds ten percent (10% %) of the total number of Shares which such non-defaulting Member all Members agreed to purchase hereunder, and provided further that the non-defaulting Members shall not be obligated to purchase any Shares which the defaulting Member or Members agreed to purchase if such additional purchase would cause the Member to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Shares which the defaulting Member or Members agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 twenty-four (24) hours next succeeding the twenty-four (24-) hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing determined as provided in Section 3.2.2 4.6 hereof for not more than seven (7) business days after the date originally fixed as the Closing pursuant to said Subsection 3.2.2 Section in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Members nor the Company shall make arrangements within the twenty-four (24-) hour periods stated above for the purchase of all the Shares which the defaulting Member or Members agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting MemberMember and without any liability on the part of any non-defaulting Member to the Company. Nothing contained in this Section 4.2 shall relieve any defaulting Member of its liability, if any, to the Company or to the remaining Members for damages occasioned by its default hereunder.

Default by a Member. If for (a) The occurrence of any reason one or more Members of the Underwriting Group shall fail or refuse following events will constitute an event of default and the Member so defaulting (the “Defaulting Member”) will (except as otherwise than for a reason sufficient to justify the termination provided in clause (iv) of this Agreement under the provisions of Section 9 hereof6.5(a)) to purchase and pay for the number of Shares agreed to thereafter be purchased by such Member, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Members shall have the right within 24 hours after the receipt by the Representative of such notice, to purchase or procure one or more other Members to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Member or Members and upon the terms herein set forth, the Shares which such defaulting Member or Members agreed to purchase. If the non-defaulting Members fail so to make such arrangements with respect to all such Shares, the number of Shares which each non-defaulting Member is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Shares which the defaulting Member or Members agreed to purchase; provided, however, that the non-defaulting Members shall not be obligated to purchase the Shares which the defaulting Member or Members agreed to purchase in excess of 10% of the total number of Shares which such non-defaulting Member agreed to purchase hereunder, and provided further that the non-defaulting Members shall not be obligated to purchase any Shares which the defaulting Member or Members agreed to purchase if such additional purchase would cause the Member deemed to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Shares which the defaulting Member or Members agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing determined as provided in Section 3.2.2 hereof for not more than seven business days after the date originally fixed as the Closing pursuant to said Subsection 3.2.2 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Members nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Shares which the defaulting Member or Members agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and default without any liability further action whatsoever on the part of the Company or the other Member: (i) the attempted dissolution of the Company by the Member other than pursuant to the provisions of this Agreement, (ii) the bankruptcy or insolvency of a Member, (iii) an Event of Withdrawal with respect to a Member, but not if such Event of Withdrawal is described in clause (ii) or (iv) of Section 8.1(a), or (iv) a material violation or breach of any of the terms or provisions of this Agreement by a Member, provided, however, that a Member will not be deemed to be in default under this clause (iv) until that Member has failed to cure the default during the 30-day period following the receipt of notice of such default, except that if the default is a non monetary default and cannot reasonably and with due diligence and in good faith be cured within such 30-day period, and if the Defaulting Member immediately commences and proceeds to complete the cure of such default with due diligence and in good faith, the 30-day period with respect to such default shall be extended to include such additional period of time as may be reasonably necessary to cure such default, not to exceed 90 days. (b) Any provision of this Agreement to the contrary notwithstanding, on the date that a Member becomes a Defaulting Member, that Member will not have any voting rights with respect to any matters set forth in this Agreement, but only so long as the default continues and is not cured by the Defaulting Member or waived by the other Member. (c) Upon an event of default by a Member, (i) the non-defaulting Defaulting Member will have the right to dissolve the Company and (ii) the Company and the non-Defaulting Member will have all rights and remedies available at law and in equity and may institute legal proceedings against the Defaulting Member with respect to any damages or losses incurred by the Company or by the non-Defaulting Member. The Company and the non- Defaulting Member will be entitled to reasonable attorneys’ fees and expenses incurred in connection with any action brought against a Defaulting Member pursuant to this Agreement.

Default by a Member. The failure of a Member to pay all or any portion of such Member’s Capital Contribution Commitment when due or the commencement of a proceeding in bankruptcy or insolvency by or against a Member when there are still unpaid amounts of such Member’s Capital Contribution Commitment, which proceeding, if involuntary, is not dismissed within ninety (90) days of the commencement thereof, shall constitute an event of default (“Default”). The Company shall give notice of the Default to such Member (the “Defaulting Member”). If for any reason the Defaulting Member fails to pay the amount due within ten (10) days following the date of such notice sent by the Company to the Defaulting Member, the Board of Directors may, at its option, and without further notice, and in the case of a Default resulting from a bankruptcy or insolvency proceeding having been commenced as referred to above, the Board of Directors shall, cause the Company, without further notice, to take one or more Members of the Underwriting Group shall fail or refuse following actions: (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 9 hereofA) to purchase accelerate and pay for the number of Shares agreed declare to be purchased by immediately due and payable the full unpaid amount of such Defaulting Member, ’s then-existing and unpaid Capital Contribution Commitment; (B) charge interest on the Company shall immediately give notice thereof unpaid balance of any overdue Capital Contribution Commitment at an individual rate equal to the Representativeapplicable prime rate plus five percent (5%), from the date such balance was due and payable through the non-defaulting Members shall have the right within 24 hours after the receipt by the Representative of date full payment for such notice, to purchase Capital Contribution Commitment is actually made; and/or (C) exercise all rights at law or procure one or more other Members to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Member or Members and upon the terms herein set forth, the Shares which such defaulting Member or Members agreed to purchase. If the non-defaulting Members fail so to make such arrangements with respect to all such Shares, the number of Shares which each non-defaulting Member is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Shares which the defaulting Member or Members agreed to purchase; provided, however, that the non-defaulting Members shall not be obligated to purchase the Shares which the defaulting Member or Members agreed to purchase in excess of 10% of the total number of Shares which such non-defaulting Member agreed to purchase hereunder, and provided further that the non-defaulting Members shall not be obligated to purchase any Shares which the defaulting Member or Members agreed to purchase if such additional purchase would cause the Member to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Shares which the defaulting Member or Members agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have equity including the right to postpone sell all or a portion of the Closing determined as provided in Section 3.2.2 hereof for not more than seven business days after Membership Interest held by the date originally fixed Defaulting Member to the Company or another Person (including an existing Member) at such price and on such other terms as the Closing pursuant Board of Directors deems appropriate, with the proceeds from such sale to said Subsection 3.2.2 in order that any necessary changes be applied in the Registration Statementfollowing order: first, to the Prospectus or any other documents or arrangements may be made. If neither payment of the non-defaulting Members nor expenses of the Company shall make arrangements within sale; second, to the 24-hour periods stated above for payment of the purchase of all the Shares which the defaulting Member or Members agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part expenses of the Company resulting from the Default, including court costs and penalties, if any, and reasonable attorneys’ fees and costs; third, to the payment of all amounts due from the Defaulting Member to the Company as a Capital Contribution Commitment (and interest due thereon pursuant to Section 3.1(e)(B); fourth, to the Defaulting Member, an amount up to fifty percent (50%) of the amount the Defaulting Member previously contributed to the Company less any non-defaulting distributions previously made to the Defaulting Member; and thereafter, any remainder to the Company.

Default by a Member. If for any reason one or more Members of the Underwriting Group shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Member, the Company shall immediately give notice thereof to the Representative, and the non-defaulting Members shall have the right right, within 24 twenty-four (24) hours after the receipt by the Representative of such notice, to purchase or procure one or more other Members to purchase, in such proportions as may be agreed upon among between the Representative and such purchasing Member or Members Members, and upon the terms herein set forth, the Shares which such defaulting Member or Members agreed to, and subsequently failed, to purchase. If the non-defaulting Members fail so to make such arrangements with respect to all such Shares, the number of Shares which each non-defaulting Member is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata PRO RATA to absorb the remaining Shares which the defaulting Member or Members agreed to purchase; provided, however, that the non-defaulting Members shall not be obligated to purchase the Shares which the defaulting Member or Members agreed to purchase in excess if the aggregate number of such Shares exceeds ten percent (10% %) of the total number of Shares which such non-defaulting Member all Members agreed to purchase hereunder, and provided further that the non-defaulting Members shall not be obligated to purchase any Shares which the defaulting Member or Members agreed to purchase if such additional purchase would cause the Member to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Shares which the defaulting Member or Members agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 twenty-four (24) hours next succeeding the twenty-four (24-) hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representative for the purchase of such Shares on the terms herein set forth. In any such case, either the Representative or the Company shall have the right to postpone the Closing determined as provided in Section 3.2.2 3.6 hereof for not more than seven (7) business days after the date originally fixed as the Closing pursuant to said Subsection 3.2.2 Section in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Members nor the Company shall make arrangements within the twenty-four (24-) hour periods stated above for the purchase of all the Shares which the defaulting Member or Members agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting MemberMember and without any liability on the part of any non-defaulting Member to the Company. Nothing contained in this Section 3.2 shall relieve any defaulting Member of its liability, if any, to the Company or to the remaining Members for damages occasioned by its default hereunder.

Default by a Member. If for In the event any reason one or more Members Member defaults in making its portion of any Additional Capital Contribution by the Underwriting Group last day specified in the Call (the “Default Date”), the unpaid amount being herein called the “Contribution Deficiency,” then such Member shall fail or refuse be deemed a “Non-Contributing Member.” The Manager (otherwise than for a reason sufficient to justify or, if Xxxxxxx is the termination of this Agreement under the provisions of Section 9 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Non-Contributing Member, the Company MOF) shall immediately give notice thereof to the Representative, and notify the non-defaulting Members shall have the right Member (if any) within 24 hours five (5) days after the receipt by the Representative of such notice, to purchase or procure one or more other Members to purchase, in such proportions as may be agreed upon among the Representative Default Date and such purchasing Member or Members and upon Member, if any (the terms herein set forth, the Shares which such defaulting Member or Members agreed to purchase. If the non-defaulting Members fail so to make such arrangements with respect to all such Shares, the number of Shares which each non-defaulting Member is otherwise obligated to purchase under the Agreement shall be automatically increased pro rata to absorb the remaining Shares which the defaulting Member or Members agreed to purchase; provided, however, that the non-defaulting Members shall not be obligated to purchase the Shares which the defaulting Member or Members agreed to purchase in excess of 10% of the total number of Shares which such non-defaulting Member agreed to purchase hereunder, and provided further that the non-defaulting Members shall not be obligated to purchase any Shares which the defaulting Member or Members agreed to purchase if such additional purchase would cause the Member to be in violation of the net capital rule of the Commission or other applicable law. If the total number of Shares which the defaulting Member or Members agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company “Contributing Member”) shall have the right, within 24 hours next succeeding but not the 24-hour period above referred toobligation, to make arrangements with other underwriters or purchasers satisfactory a loan to the Representative for Non-Contributing Member up to the purchase amount of the Contribution Deficiency bearing interest from the date of the loan at a rate equal to the lesser of (i) the greater of (A) the “prime” or “base” rate of interest of commercial lending announced from time to time by Bank of America, plus eight percent (8%) per annum and (B) twelve percent (12%) per annum and (ii) the maximum rate permitted by applicable law. The Contributing Member may pay the amount of such Shares on loan directly to the terms herein set forth. In any such caseCompany, either the Representative or the Company shall have the right to postpone the Closing determined as provided in Section 3.2.2 hereof for not more than seven business days and from and after the date originally fixed as the Closing pursuant to said Subsection 3.2.2 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Members nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of such loan all the Shares which the defaulting Member or Members agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of distributions by the Company to the Non-Contributing Member shall be paid by the Company to the Contributing Member and applied first to accrued but unpaid interest and then to principal on such loan until such loan has been paid in full. The loan (together with reasonable attorney’s fees and expenses incurred by the Contributing Member in enforcing the loan) shall be secured by the entire Membership Interest of the Non-Contributing Member under the Uniform Commercial Code of the State of Delaware, and the Contributing Member shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Delaware. The Non-Contributing Member (x) hereby appoints the Contributing Member as its attorney-in-fact for the purpose of signing and filing any non-defaulting financing statements to perfect the Contributing Member’s security interest and (y) agrees to take such other actions as may reasonably be required to perfect or enforce such security interest.