Common use of Default of a Member Clause in Contracts

Default of a Member. The Company shall be entitled to enforce the obligation of the Members to make contributions of capital to the Company in accordance with paragraph 4.2 or return distributions in accordance with paragraph 7.3, and the Company shall have all remedies available at law or in equity in the event any such contribution (or return of distributions) is not so made. A Member shall pay all costs and expenses incurred by the Company in connection with such Member’s failure to make a capital contribution (or return distributions), including, without limitation, attorneys’ fees and all fees and expenses incurred in connection with any legal proceeding relating to the failure of such Member to make such a contribution (or return distributions). Notwithstanding anything contained herein to the contrary, the Manager shall be permitted to withhold distributions to be made to a defaulting Member pursuant to Article 7 or Article 10 equal to the amount of such unpaid capital contribution (or return of distributions) and recover such unpaid contribution ( o r return obligation) thereon by setoff against any such distributions so withheld. The Manager may, in its sole discretion, elect to remove such defaulting Member from the Company, in which such event (a) one hundred percent (100%) of the defaulting Member’s Capital Account balance shall be forfeited and reallocated to the Capital Accounts of the non-defaulting Members proportionally, based on, with respect to each such Member, the ratio that its Ownership Percentage immediately prior to such calculation bears to the aggregate Ownership Percentages of all Members (other than the defaulting Member) and (2) the defaulting Member’s Ownership Percentage shall be reduced to zero. If any Capital Account balance remains for the defaulting Member, then such Capital Account shall thereafter continue to be reduced by allocations of management fee and other expenses of the Company assuming a deemed Ownership Percentage for such defaulting Member equal its Ownership Percentage immediately prior to such default.

Default of a Member. The Company shall be entitled to enforce the obligation of the Members to make contributions of capital to the Company in accordance with paragraph 4.2 or return distributions in accordance with paragraph 7.3, and the Company shall have all remedies available at law or in equity in the event any such contribution (or return of distributions) is not so made. A Member shall pay all costs and expenses incurred by the Company in connection with such Member’s failure to make a capital contribution (or return distributions), including, without limitation, attorneys’ fees and all fees and expenses incurred in connection with any legal proceeding relating to the failure of such Member to make such a contribution (or return distributions). Notwithstanding anything contained herein to the contrary, the Manager shall be permitted to withhold distributions to be made to a defaulting Member pursuant to Article 7 or Article 10 equal to the amount of such unpaid capital contribution (or return of distributions) and recover such unpaid contribution ( o r return obligation) thereon by setoff setoff against any such distributions so withheld. The Manager may, in its sole discretion, elect to remove such defaulting Member from the Company, in which such event (a) one hundred percent (100%) of the defaulting Member’s Capital Account balance shall be forfeited and reallocated to the Capital Accounts of the non-defaulting Members proportionally, based on, with respect to each such Member, the ratio that its Ownership Percentage immediately prior to such calculation bears to the aggregate Ownership Percentages of all Members (other than the defaulting Member) and (2) the defaulting Member’s Ownership Percentage shall be reduced to zero. If any Capital Account balance remains for the defaulting Member, then such Capital Account shall thereafter continue to be reduced by allocations of management fee and other expenses of the Company assuming a deemed Ownership Percentage for such defaulting Member equal its Ownership Percentage immediately prior to such default.

Default of a Member. The Company shall be entitled to enforce the obligation of the Members to make contributions of capital to the Company in accordance with paragraph 4.2 or return distributions in accordance with paragraph 7.3, and the Company shall have all remedies available at law or in equity in the event any such contribution (or return of distributions) is not so made. A Member shall pay all costs and expenses incurred by the Company in connection with such Member’s failure to make a capital contribution (or return distributions), including, without limitation, attorneys’ fees and all fees and expenses incurred in connection with any legal proceeding relating to the failure of such Member to make such a contribution (or return distributions). Notwithstanding anything contained herein to the contrary, the Manager shall be permitted to withhold distributions to be made to a defaulting Member pursuant to Article 7 or Article 10 equal to the amount of such unpaid capital contribution (or return of distributions) and recover such unpaid contribution ( o r or return obligation) thereon by setoff against any such distributions so withheld. The T h e Manager may, in its sole discretion, elect to remove such defaulting Member from the Company, in which such event (a) one hundred percent (100%) of the defaulting Member’s Capital Account balance shall be forfeited and reallocated to the Capital Accounts of the non-defaulting Members proportionally, based on, with respect to each such Member, the ratio that its Ownership Percentage immediately prior to such calculation bears to the aggregate Ownership Percentages of all Members (other than the defaulting Member) and (2) the defaulting Member’s ’ s Ownership Percentage shall be reduced to zero. If any Capital Account balance remains for the defaulting Member, then such Capital Account shall thereafter continue to be reduced by allocations of management fee and other expenses of the Company assuming a deemed Ownership Percentage for such defaulting Member equal its Ownership Percentage immediately prior to such default.