Default Capital Contribution. Section 4.01(f)(ii). Default Rate—a rate per annum equal to the lesser of (a) a varying rate per annum equal to the sum of (i) the prime rate as published in The Wall Street Journal, with adjustments in that varying rate to be made on the same date as any change in that rate is so published, plus (ii) 2% per annum, and (b) the maximum rate permitted by Law. Delaware Certificate—as set forth in the Recitals. Dispose, Disposing or Disposition—with respect to any asset (including a Membership Interest or any portion thereof), a sale, assignment, transfer, conveyance, gift, exchange or other disposition of such asset, whether such disposition be voluntary, involuntary or by operation of Law, including the following: (a) in the case of an asset owned by a natural person, a transfer of such asset upon the death of its owner, whether by will, intestate succession or otherwise; (b) in the case of an asset owned by an entity, (i) a merger or consolidation of such entity (other than where such entity is the survivor thereof), (ii) a conversion of such entity into another type of entity, or (iii) a distribution of such asset, including in connection with the dissolution, liquidation, winding-up or termination of such entity (unless, in the case of dissolution, such entity’s business is continued without the commencement of liquidation or winding-up); and (c) a disposition in connection with, or in lieu of, a foreclosure of an Encumbrance; but such terms shall not include the creation of an Encumbrance. Disposing Member—Section 3.03(b)(ii). Dispute—Section 11.01.
Default Capital Contribution. In the event the Non-Defaulting Member elects to make a Default Capital Contribution, then in such event, from and after the date on which such Default Capital Contribution is advanced to the Company, the Defaulting Member’s Sharing Percentage shall be diluted and reduced based on the Dilution Percentage. The Dilution Percentage shall be redistributed to the Non-Defaulting Member and shall increase its Sharing Percentage accordingly. An example of the dilution provisions of this Section 3.4(E)(ii) is set forth on Exhibit D attached hereto.
