Common use of Default Remedy Clause in Contracts

Default Remedy. (a) If a Member fails to pay any amount that it is required to pay under this Agreement (including Capital Contributions under Sections 5B or 5C), it shall be a Defaulting Member. The Company and the Non-Defaulting Members may each pursue any and all available legal or equitable remedies against the Defaulting Member, including, without limitation, actions to compel payment of the amount due. The Members each waive the requirement that any action for collection be in the form of an accounting proceeding or that they await the dissolution of the Company. The Defaulting Member shall pay interest to the Company on the amount in default at an annual interest rate of five percent (5%) above the Prime Rate (but in no event at an interest rate higher than the maximum rate legally permitted) and reasonable fees (including attorneys'), costs and expenses of enforcement incurred by the Company and/or the Non-Defaulting Members. Interest shall begin to accrue on the twenty first (21st) day after the notice from the Managing Member described in Section 5C. (b) In lieu of pursuing any right or remedy under this Agreement or at law or in equity, a Non-Defaulting Member shall have the right to demand and receive from LLC Agreement of Deep Pacific, LLC - 6 the Company an immediate return of the additional Capital Contribution that was made by such Non-Defaulting Member but not made by the Defaulting Member. (2) In addition to the remedies described in Section 5D(l)(a) and (b), a Non-Defaulting Member shall have the following cumulative rights and remedies: (a) A Non-Defaulting Member may lend to the Defaulting Member, on a demand basis, all or any part of the amount in default. The loan shall be disbursed by the Lending Member to the Company on behalf of the Defaulting Member. The Defaulting Member shall be deemed to have made a Capital Contribution to the Company in the amount of the loan, subject to reduction as described in Section 5D(2)(b)(iii). The loan shall bear interest at an annual interest rate of five percent (5%) above the Prime Rate (but in no event at an interest rate higher than the maximum rate legally permitted). The Lending Member shall have a continuing lien and security interest on the Interest of the Defaulting Member to secure the repayment of the loan and interest due thereon, which lien may be foreclosed and enforced at any time and from time to time in accordance with applicable law, after ten (10) days' prior notice to the Defaulting Member. The Defaulting Member will pay all reasonable attorneys' fees in connection with preparation and review of the instruments necessary to perfect such lien. All distributions otherwise payable to the Defaulting Member while any loan from the Lending Member remains unpaid shall be paid to the Lending Member and applied first to the payment of interest and then to the principal of the loan. (i) A Non-Defaulting Member may make a Capital Contribution to the Company in the amount that the Defaulting Member is in default, at any time before the Non-Defaulting Member makes a loan under Section 5D(2)(a) in the full amount in default. If a Non-Defaulting Member desires to exercise the election to make a Capital Contribution as provided in this Section 5D(2)(b), it shall give a Default Notice to the Defaulting Member. If the Defaulting Member does not cure the default within ten (10) days after the Default Notice is given, by payment of the amount in default (and interest thereon), the Non-Defaulting Member may make a Capital Contribution to the Company within twenty (20) days after the date of the Default Notice. (ii) The Lending Member may convert the principal amount of a loan made under Section 5D(2)(a) into a Capital Contribution at any time before such loan is repaid. If the Lending Member desires to exercise the election to convert a loan to a Capital Contribution as provided in this Section 5D(2)(b)(ii), the Lending Member shall give a Conversion Notice to the Defaulting Member. If the Defaulting Member does not cure the default within ten (10) days after the Conversion Notice is given, by repayment of the loan which the Lending Member desires to convert into a Capital Contribution, together with unpaid interest thereon, then upon the expiration of such ten (10) day period, the principal amount of the loan shall automatically be converted to a Capital Contribution as herein described. The principal of the loan shall be extinguished upon such conversion, and the Defaulting Member shall not have any right to repay the principal amount of a loan made by the Lending Member after the conversion of such loan into a Capital Contribution. However, the Defaulting Member shall remain liable to the Lending Member for accrued and unpaid interest on such loan. LLC Agreement of Deep Pacific, LLC - 7 (iii) Upon the Capital Contribution under Section 5D(2)(b)(i) or conversion under Section 5D(2)(b)(ii), the Interest of each Member shall be recalculated and shall be equal to a fraction, the numerator of which shall be the Capital Contribution of that Member, and the denominator of which shall be the aggregate Capital Contribution of the Members. Before a recalculation described in the preceding sentence resulting from a conversion under Section 5D(2)(b)(ii), the Capital Contribution of a Defaulting Member shall be reduced by the amount of the Capital Contribution deemed made by the Defaulting Member pursuant to Section 5D(2)(a), and the Capital Contribution of a Non-Defaulting Member shall be increased by the principal amount of the loan that is being converted by the Non-Defaulting Member under Section 5D(2)(b)(ii).

Default Remedy. (a) If a Member fails to pay any amount that it is required to pay under this Agreement (including Capital Contributions under Sections 5B or 5C), it shall be a Defaulting Member. The Company and the Non-Defaulting Members may each pursue any and all available legal or equitable remedies against the Defaulting Member, including, without limitation, actions to compel payment of the amount due. The Members each waive the requirement that any action for collection be in the form of an accounting proceeding or that they await the dissolution of the Company. The Defaulting Member shall pay interest to the Company on the amount in default at an annual interest rate of five percent (5%) above the Prime Rate (but in no event at an interest rate higher than the maximum rate legally permitted) and reasonable fees (including attorneys'), costs and expenses of enforcement incurred by the Company and/or the Non-Defaulting Members. Interest shall begin to accrue on the twenty first (21st) day after the notice from the Managing Member described in Section 5C. (b) In lieu of pursuing any right or remedy under this Agreement or at law or in equity, a Non-Defaulting Member shall have the right to demand and receive from LLC Agreement of Deep PacificXxxxx Xxx, LLC - 6 the Company an immediate return of the additional Capital Contribution that was made by such Non-Defaulting Member but not made by the Defaulting Member. (2) In addition to the remedies described in Section 5D(l)(a5D(1)(a) and (b), a Non-Defaulting Member shall have the following cumulative rights and remedies: (a) A Non-Defaulting Member may lend to the Defaulting Member, on a demand basis, all or any part of the amount in default. The loan shall be disbursed by the Lending Member to the Company on behalf of the Defaulting Member. The Defaulting Member shall be deemed to have made a Capital Contribution to the Company in the amount of the loan, subject to reduction as described in Section 5D(2)(b)(iii). The loan shall bear interest at an annual interest rate of five percent (5%) above the Prime Rate (but in no event at an interest rate higher than the maximum rate legally permitted). The Lending Member shall have a continuing lien and security interest on the Interest of the Defaulting Member to secure the repayment of the loan and interest due thereon, which lien may be foreclosed and enforced at any time and from time to time in accordance with applicable law, after ten (10) days' prior notice to the Defaulting Member. The Defaulting Member will pay all reasonable attorneys' fees in connection with preparation and review of the instruments necessary to perfect such lien. All distributions otherwise payable to the Defaulting Member while any loan from the Lending Member remains unpaid shall be paid to the Lending Member and applied first to the payment of interest and then to the principal of the loan. (i) A Non-Defaulting Member may make a Capital Contribution to the Company in the amount that the Defaulting Member is in default, at any time before the Non-Defaulting Member makes a loan under Section 5D(2)(a) in the full amount in default. If a Non-Defaulting Member desires to exercise the election to make a Capital Contribution as provided in this Section 5D(2)(b), it shall give a Default Notice to the Defaulting Member. If the Defaulting Member does not cure the default within ten (10) days after the Default Notice is given, by payment of the amount in default (and interest thereon), the Non-Defaulting Member may make a Capital Contribution to the Company within twenty (20) days after the date of the Default Notice. (ii) The Lending Member may convert the principal amount of a loan made under Section 5D(2)(a) into a Capital Contribution at any time before such loan is repaid. If the Lending Member desires to exercise the election to convert a loan to a Capital Contribution as provided in this Section 5D(2)(b)(ii), the Lending Member shall give a Conversion Notice to the Defaulting Member. If the Defaulting Member does not cure the default within ten (10) days after the Conversion Notice is given, by repayment of the loan which the Lending Member desires to convert into a Capital Contribution, together with unpaid interest thereon, then upon the expiration of such ten (10) day period, the principal amount of the loan shall automatically be converted to a Capital Contribution as herein described. The principal of the loan shall be extinguished upon such conversion, and the Defaulting Member shall not have any right to repay the principal amount of a loan made by the Lending Member after the conversion of such loan into a Capital Contribution. However, the Defaulting Member shall remain liable to the Lending Member for accrued and unpaid interest on such loan. LLC Agreement of Deep PacificXxxxx Xxx, LLC - 7 (iii) Upon the Capital Contribution under Section 5D(2)(b)(i) or conversion under Section 5D(2)(b)(ii), the Interest of each Member shall be recalculated and shall be equal to a fraction, the numerator of which shall be the Capital Contribution of that Member, and the denominator of which shall be the aggregate Capital Contribution of the Members. Before a recalculation described in the preceding sentence resulting from a conversion under Section 5D(2)(b)(ii), the Capital Contribution of a Defaulting Member shall be reduced by the amount of the Capital Contribution deemed made by the Defaulting Member pursuant to Section 5D(2)(a), and the Capital Contribution of a Non-Defaulting Member shall be increased by the principal amount of the loan that is being converted by the Non-Defaulting Member under Section 5D(2)(b)(ii).

Default Remedy. (a) If a Member fails to pay any amount that it is required to pay under this Agreement (including Capital Contributions under Sections 5B or 5C), it shall be a Defaulting Member. The Company and the Non-Defaulting Members may each pursue any and all available legal or equitable remedies against the Defaulting Member, including, without limitation, actions to compel payment of the amount due. The Members each waive the requirement that any action for collection be in the form of an accounting proceeding or that they await the dissolution of the Company. The Defaulting Member shall pay interest to the Company on the amount in default at an annual interest rate of five percent (5%) above the Prime Rate (but in no event at an interest rate higher than the maximum rate legally permitted) and reasonable fees (including attorneys'), costs and expenses of enforcement incurred by the Company and/or the Non-Defaulting Members. Interest shall begin to accrue on the twenty first (21st) day after the notice from the Managing Member described in Section 5C. (b) In lieu of pursuing any right or remedy under this Agreement or at law or in equity, a Non-Defaulting Member shall have the right to demand and receive from LLC Agreement of Deep PacificNorth Cape Fisheries, LLC - 6 the Company an immediate return of the additional Capital Contribution that was made by such Non-Defaulting Member but not made by the Defaulting Member. (2) In addition to the remedies described in Section 5D(l)(a) and (b), a Non-Defaulting Member shall have the following cumulative rights and remedies: (a) A Non-Defaulting Member may lend to the Defaulting Member, on a demand basis, all or any part of the amount in default. The loan shall be disbursed by the Lending Member to the Company on behalf of the Defaulting Member. The Defaulting Member shall be deemed to have made a Capital Contribution to the Company in the amount of the loan, subject to reduction as described in Section 5D(2)(b)(iii). The loan shall bear interest at an annual interest rate of five percent (5%) above the Prime Rate (but in no event at an interest rate higher than the maximum rate legally permitted). The Lending Member shall have a continuing lien and security interest on the Interest of the Defaulting Member to secure the repayment of the loan and interest due thereon, which lien may be foreclosed and enforced at any time and from time to time in accordance with applicable law, after ten (10) days' prior notice to the Defaulting Member. The Defaulting Member will pay all reasonable attorneys' fees in connection with preparation and review of the instruments necessary to perfect such lien. All distributions otherwise payable to the Defaulting Member while any loan from the Lending Member remains unpaid shall be paid to the Lending Member and applied first to the payment of interest and then to the principal of the loan. (i) A Non-Defaulting Member may make a Capital Contribution to the Company in the amount that the Defaulting Member is in default, at any time before the Non-Defaulting Member makes a loan under Section 5D(2)(a) in the full amount in default. If a Non-Defaulting Member desires to exercise the election to make a Capital Contribution as provided in this Section 5D(2)(b), it shall give a Default Notice to the Defaulting Member. If the Defaulting Member does not cure the default within ten (10) days after the Default Notice is given, by payment of the amount in default (and interest thereon), the Non-Defaulting Member may make a Capital Contribution to the Company within twenty (20) days after the date of the Default Notice. (ii) The Lending Member may convert the principal amount of a loan made under Section 5D(2)(a) into a Capital Contribution at any time before such loan is repaid. If the Lending Member desires to exercise the election to convert a loan to a Capital Contribution as provided in this Section 5D(2)(b)(ii), the Lending Member shall give a Conversion Notice to the Defaulting Member. If the Defaulting Member does not cure the default within ten (10) days after the Conversion Notice is given, by repayment of the loan which the Lending Member desires to convert into a Capital Contribution, together with unpaid interest thereon, then upon the expiration of such ten (10) day period, the principal amount of the loan shall automatically be converted to a Capital Contribution as herein described. The principal of the loan shall be extinguished upon such conversion, and the Defaulting Member shall not have any right to repay the principal amount of a loan made by the Lending Member after the conversion of such loan into a Capital Contribution. However, the Defaulting Member shall remain liable to the Lending Member for accrued and unpaid interest on such loan. LLC Agreement of Deep PacificNorth Cape Fisheries, LLC - 7 (iii) Upon the Capital Contribution under Section 5D(2)(b)(i) or conversion under Section 5D(2)(b)(ii), the Interest of each Member shall be recalculated and shall be equal to a fraction, the numerator of which shall be the Capital Contribution of that Member, and the denominator of which shall be the aggregate Capital Contribution of the Members. Before a recalculation described in the preceding sentence resulting from a conversion under Section 5D(2)(b)(ii), the Capital Contribution of a Defaulting Member shall be reduced by the amount of the Capital Contribution deemed made by the Defaulting Member pursuant to Section 5D(2)(a), and the Capital Contribution of a Non-Defaulting Member shall be increased by the principal amount of the loan that is being converted by the Non-Defaulting Member under Section 5D(2)(b)(ii).

Default Remedy. (a) If a Member fails to pay any amount that it is required to pay under this Agreement (including Capital Contributions under Sections 5B or 5C), it shall be a Defaulting Member. The Company and the Non-Defaulting Members may each pursue any and all available legal or equitable remedies against the Defaulting Member, including, without limitation, actions to compel payment of the amount due. The Members each waive the requirement that any action for collection be in the form of an accounting proceeding or that they await the dissolution of the Company. The Defaulting Member shall pay interest to the Company on the amount in default at an annual interest rate of five percent (5%) above the Prime Rate (but in no event at an interest rate higher than the maximum rate legally permitted) and reasonable fees (including attorneys'), costs and expenses of enforcement incurred by the Company and/or the Non-Defaulting Members. Interest shall begin to accrue on the twenty first (21st) day after the notice from the Managing Member described in Section 5C.5C. LLC Agreement of Pacific Longline Company LLC - 6 (b) In lieu of pursuing any right or remedy under this Agreement or at law or in equity, a Non-Defaulting Member shall have the right to demand and receive from LLC Agreement of Deep Pacific, LLC - 6 the Company an immediate return of the additional Capital Contribution that was made by such Non-Defaulting Member but not made by the Defaulting Member. (2) In addition to the remedies described in Section 5D(l)(a) and (b), a Non-Defaulting Member shall have the following cumulative rights and remedies: (a) A Non-Defaulting Member may lend to the Defaulting Member, on a demand basis, all or any part of the amount in default. The loan shall be disbursed by the Lending Member to the Company on behalf of the Defaulting Member. The Defaulting Member shall be deemed to have made a Capital Contribution to the Company in the amount of the loan, subject to reduction as described in Section 5D(2)(b)(iii). The loan shall bear interest at an annual interest rate of five percent (5%) above the Prime Rate (but in no event at an interest rate higher than the maximum rate legally permitted). The Lending Member shall have a continuing lien and security interest on the Interest of the Defaulting Member to secure the repayment of the loan and interest due thereon, which lien may be foreclosed and enforced at any time and from time to time in accordance with applicable law, after ten (10) days' prior notice to the Defaulting Member. The Defaulting Member will pay all reasonable attorneys' fees in connection with preparation and review of the instruments necessary to perfect such lien. All distributions otherwise payable to the Defaulting Member while any loan from the Lending Member remains unpaid shall be paid to the Lending Member and applied first to the payment of interest and then to the principal of the loan. (i) A Non-Defaulting Member may make a Capital Contribution to the Company in the amount that the Defaulting Member is in default, at any time before the Non-Defaulting Member makes a loan under Section 5D(2)(a) in the full amount in default. If a Non-Defaulting Member desires to exercise the election to make a Capital Contribution as provided in this Section 5D(2)(b), it shall give a Default Notice to the Defaulting Member. If the Defaulting Member does not cure the default within ten (10) days after the Default Notice is given, by payment of the amount in default (and interest thereon), the Non-Defaulting Member may make a Capital Contribution to the Company within twenty (20) days after the date of the Default Notice. (ii) The Lending Member may convert the principal amount of a loan made under Section 5D(2)(a) into a Capital Contribution at any time before such loan is repaid. If the Lending Member desires to exercise the election to convert a loan to a Capital Contribution as provided in this Section 5D(2)(b)(ii), the Lending Member shall give a Conversion Notice to the Defaulting Member. If the Defaulting Member does not cure the default within ten (10) days after the Conversion Notice is given, by repayment of the loan which the Lending Member desires to convert into a Capital Contribution, together with unpaid interest thereon, then upon the expiration of such ten (10) day period, the principal amount of the loan shall automatically be converted to a Capital Contribution as herein described. The principal of the loan shall be extinguished upon such conversion, and the Defaulting Member shall not have any right to repay the principal amount of a loan made by the Lending Member after the conversion of such loan into a Capital Contribution. However, the Defaulting Member shall remain liable to the Lending Member for accrued and unpaid interest on such loan. LLC Agreement of Deep Pacific, LLC - 7. (iii) Upon the Capital Contribution under Section 5D(2)(b)(i5D(2) (b)(i) or conversion under Section 5D(2)(b)(ii), the Interest of each Member shall be recalculated and shall be equal to a fraction, the numerator of which shall be the Capital Contribution of that Member, and the denominator of which shall be the aggregate Capital Contribution of the Members. Before a recalculation described in the preceding sentence resulting from a conversion under Section 5D(2)(b)(ii), the Capital Contribution of a Defaulting Member shall be reduced by the amount of the Capital Contribution deemed made by the Defaulting Member pursuant to Section 5D(2)(a), and the Capital Contribution of a Non-Defaulting Member shall be increased by the principal amount of the loan that is being converted by the Non-Defaulting Member under Section 5D(2)(b)(ii).