Common use of Defaulting Members Clause in Contracts

Defaulting Members. If any Class A Member fails to timely contribute its full Initial Class A Funding Percentage of a Capital Call that such Class A Member is required to contribute pursuant to Section 4.1(e)(i) and at least one other Class A Member timely contributes its full Class A Sharing Percentage of such Capital Call amount (the “Non-Defaulting Member”), then the Company or a Non-Defaulting Member shall deliver a written notice of default (a “Default Notice”) to the Defaulting Member setting forth the amount such Defaulting Member failed to timely fund. If the Defaulting Member’s full Initial Class A Funding Percentage of such Capital Call amount is not received by the Company from such Class A Member within ten (10) Business Days after delivery of the Default Notice (the “Default Cure Period”), then: (i) such Class A Member shall be deemed a “Defaulting Member” and if the Defaulting Member is Carbon, then Supermajority of the Voting Power shall not require the affirmative vote of a Carbon Designee; if the Defaulting Member is Yorktown, then Supermajority of the Voting Power shall not require the affirmative vote of a Yorktown Designee; and if the Defaulting Member is Old Ironsides, then a Majority of the Voting Power shall not require the affirmative vote of an Old Ironsides Designee; (ii) the Defaulting Member shall not be entitled to participate in any future Capital Calls pursuant to Section 4.1 or as a Preemptive Rights Member pursuant to Section 4.4; (iii) each Non-Defaulting Member shall have the option, exercisable in its sole and absolute discretion to either (A) fund all or a portion of the Defaulting Member’s Unfunded Amount and to treat such funding of the Unfunded Amount as either an additional Capital Contribution, subject to Section 4.8 (an “Optional Contribution”), or (B) by delivery of written notice to the Company and the Defaulting Member within twenty (20) Business Days after the date the Default Notice is delivered to the Defaulting Member, require the Company to return to the Non-Defaulting Member up to 100% of the amount contributed by the Non-Defaulting Member to the Company in connection with such Capital Call; (iv) the Non-Defaulting Member(s) may fund the Defaulting Member’s Initial Class A Funding Percentage of all subsequent Capital Call amounts as Optional Contributions until the Defaulting Member’s Capital Commitment has been fully funded; and “Class A Sharing Percentage” for purposes of Section 4.1(i) and Section 4.4 shall be calculated without giving effect to Units held by the Defaulting Member; and (v) if more than one Non-Defaulting Member elects to fund the Unfunded Amount or the Defaulting Member’s Class A Sharing Percentage of all subsequent Capital Call amounts, then each Non-Defaulting Member so electing shall be entitled to fund its portion of such Unfunded Amount or the Defaulting Member’s Class A Sharing Percentage of all subsequent Capital Call amounts based on the relative Class A Sharing Percentage of each such Non-Defaulting Member, unless otherwise agreed to among such Non-Defaulting Members.

Defaulting Members. If any Class A Member fails to timely contribute the full amount of its full Initial Class A Funding Percentage of a Capital Call that such Class A Member is Additional Contributions required to contribute be made pursuant to this Section 4.1(e)(i) and at least one other Class A Member timely contributes its full Class A Sharing Percentage of such Capital Call amount 2 on or prior to the date (the “"Due Date") specified in the Call Notice (such Member, a "Defaulting Member"), then, in addition to such Member losing its voting rights under this Agreement, as the exclusive remedies of the Company and the other Members (each a "Non-Defaulting Member”"), then the Company or a Non-Defaulting Member shall deliver a written notice of default (a “Default Notice”) to the Defaulting Member setting forth the amount such Defaulting Member failed to timely fund. If the Defaulting Member’s full Initial Class A Funding Percentage of such Capital Call amount is not received by the Company from such Class A Member within ten (10) Business Days after delivery of the Default Notice (the “Default Cure Period”), then: (i) such Class A Member shall be deemed a “Defaulting Member” and if the Defaulting Member is Carbon, then Supermajority of the Voting Power shall not require the affirmative vote of a Carbon Designee; if the Defaulting Member is Yorktown, then Supermajority of the Voting Power shall not require the affirmative vote of a Yorktown Designee; and if the Defaulting Member is Old Ironsides, then a Majority of the Voting Power shall not require the affirmative vote of an Old Ironsides Designee; (ii) the Defaulting Member shall not be entitled to participate in any future Capital Calls pursuant to Section 4.1 or as a Preemptive Rights Member pursuant to Section 4.4; (iii) each Non-Defaulting Member shall have the optionfollowing remedies, exercisable in its sole by notice from the Non-Defaulting Member to the Defaulting Member: (i) to cause the Company to xxx the Defaulting Member for damages, and absolute discretion to either (ii) either: (A) fund all to elect to lend (or a portion to cause the Non-Defaulting Member's affiliates to lend), to the Defaulting Member or to the Company, as determined in the sole discretion of the Non-Defaulting Member, the amount of such Additional Contribution that was not made timely by the Defaulting Member’s Unfunded Amount and to treat such funding of the Unfunded Amount as either an additional Capital Contribution, subject to Section 4.8 (an “Optional Contribution”), or (B) to elect to contribute the amount of such Additional Contribution that was not made timely by delivery the Defaulting Member. Upon a Member becoming a Defaulting Member and the Non-Defaulting Member timely contributing both (x) the Additional Contribution required to be made by the Non-Defaulting Member and (y) the portion of the Additional Contribution that was not made timely by the Defaulting Member, Shares of the Defaulting Member shall be deemed immediately redeemed by the Company and reissued to the Defaulting Member and the Non-Defaulting Member(s) in the proportion that each Member's Invested Capital (as hereinafter defined) bears to the total Invested Capital of all Members. Upon the failure of the Non-Defaulting Member to elect which of the remedies specified in clause (ii)(A) or (ii)(B) of this Section 2(b) has been selected, by written notice to the Company and the Defaulting Member given within twenty thirty (2030) Business Days days after funding the date share of the Default Notice is delivered to Additional Contribution not made by the Defaulting Member, require the Company remedy described in such clause (ii)(B) shall be deemed to return to the Non-Defaulting Member up to 100% of the amount contributed by the Non-Defaulting Member to the Company have been selected. The remedies described in connection with such Capital Call; clauses (iv) the Non-Defaulting Member(s) may fund the Defaulting Member’s Initial Class A Funding Percentage of all subsequent Capital Call amounts as Optional Contributions until the Defaulting Member’s Capital Commitment has been fully funded; and “Class A Sharing Percentage” for purposes of Section 4.1(ii) and (ii) of this Section 4.4 2 shall be calculated without giving effect to Units held by cumulative, and all or any of them may be elected and apply simultaneously, except that the Defaulting Member; and remedies described in clauses (vii)(A) if more than one Non-Defaulting Member elects to fund the Unfunded Amount or the Defaulting Member’s Class A Sharing Percentage and (ii)(B) of all subsequent Capital Call amounts, then each Non-Defaulting Member so electing this Section 2(b) shall be entitled mutually exclusive with respect to fund its portion of such Unfunded Amount or the Defaulting Member’s Class A Sharing Percentage of all subsequent Capital each Call amounts based on the relative Class A Sharing Percentage of each such Non-Defaulting Member, unless otherwise agreed to among such Non-Defaulting MembersNotice.

Defaulting Members. If (i) In the event any Class A Member fails to timely contribute its full Initial Class A Funding Percentage of a Capital Call that such Class A Member is required to contribute make any Required Contribution when due pursuant to Section 4.1(e)(i) and at least one other Class A Member timely contributes its full Class A Sharing Percentage of such Capital Call amount (the “Non-Defaulting Member”4.1(b), then the Company or a Non-Defaulting Member shall deliver a written notice of default (a “Default Notice”) to the Defaulting Member setting forth the amount such Defaulting Member failed to timely fund. If the Defaulting Member’s full Initial Class A Funding Percentage of such Capital Call amount is not received by the Company from such Class A Member within which failure continues for ten (10) Business Days after delivery of the Default Notice (the “Default Cure Period”), then: (i) such Class A Member shall be deemed a “Defaulting Member”), interest will accrue on any unpaid amount of such Required Contribution (such unpaid Required Contribution, the “Base Default Amount”) until the amount thereof, together with such interest (if any) is paid in full, at an interest rate equal to the Default Rate. The day immediately following the end of such ten (10) Business Day period is referred to herein as the “Default Date.” Such interest shall be compounded annually and if computed on the basis of the actual number of days elapsed over a year of three hundred sixty-five (365) days. So long as a Defaulting Member’s Base Default Amount and all accrued interest thereon (the “Total Default Amount”) remains unpaid: (A) such Defaulting Member shall have no right to receive any distributions from the Company or allocations of the Company’s profits, losses, tax credits, or other distributions, or to participate in any additional Capital Contribution, (B) such Defaulting Member shall automatically cease to have any voting or consent rights or any right to manage the Company as a Managing Member for so long as such Member is Carbona Defaulting Member, and (C) such Defaulting Member shall have no right to exercise any preemptive rights pursuant to Section 3.4. A Defaulting Member shall remain fully obligated to make Capital Contributions in respect of its Total Default Amount. If such Total Default Amount is funded in full by a Defaulting Member prior to the date on which a Contributing Member funds such Base Default Amount under Section 4.1(e)(ii), then Supermajority such Defaulting Member shall be issued Additional Units in accordance with Section 4.1(d)(ii) in exchange for payment of the Voting Power shall not require Base Default Amount (excluding, for the affirmative vote avoidance of a Carbon Designee; if the doubt, any interest accrued thereon) and such Defaulting Member shall no longer be a Defaulting Member or in default. If such Total Default Amount is Yorktownfunded by a Defaulting Member after the date on which a Contributing Member funds such Base Default Amount under Section 4.1(e)(ii), then Supermajority of the Voting Power shall not require the affirmative vote of a Yorktown Designee; and if the such Defaulting Member is Old Ironsidesshall be issued any Additional Units in exchange for funding the difference between the Total Default Amount minus the Base Default Amount funded by such Contributing Member, then and such Defaulting Member shall no longer be a Majority of the Voting Power shall not require the affirmative vote of an Old Ironsides Designee;Defaulting Member or in default. (ii) the Defaulting Member shall not be entitled to participate in any future Capital Calls pursuant to Section 4.1 or as a Preemptive Rights Member pursuant to Section 4.4; If, within three (iii) each Non-Defaulting Member shall have the option, exercisable in its sole and absolute discretion to either (A) fund all or a portion of the Defaulting Member’s Unfunded Amount and to treat such funding of the Unfunded Amount as either an additional Capital Contribution, subject to Section 4.8 (an “Optional Contribution”), or (B) by delivery of written notice to the Company and the Defaulting Member within twenty (203) Business Days after the date the Default Notice is delivered to Date, the Defaulting Member, require the Company to return to the Non-Defaulting Member up to 100% of the amount contributed by the Non-Defaulting Member has not paid to the Company in connection with full the amount of such Defaulting Member’s Total Default Amount, then within thirty (30) days after the Default Date, each non-Defaulting Member may elect to make additional Capital Contributions (each such electing Member, a “Contributing Member”) in an amount equal to such Contributing Member’s Percentage Interest (relative to the Percentage Interests of all Contributing Members) of the Base Default Amount. If a Contributing Member elects to make an additional Capital Contribution pursuant to this Section 4.1(e)(ii), then (A) the Company shall issue to such Contributing Member a number of Units equal to (x) the amount of such Capital Call;Contribution made in respect of the Base Default Amount, divided by (y) eighty-five percent (85%) of the per-Unit purchase price for the Additional Units described in the applicable Call Notice that the Defaulting Member failed to fund, and (B) if the Contributing Member funds the full Base Default Amount, the default of the Defaulting Member shall be deemed to be cured at such time as the Defaulting Member pays the Total Default Amount to the Company pursuant to Section 4.1(e)(i). (iviii) To the Nonextent that a Base Default Amount exceeds the related additional Capital Contributions made pursuant to Section 4.1(e)(ii), the Managing Member (or the non-Defaulting Member(s) may fund Members, if the Managing Member is the Defaulting Member’s Initial Class A Funding Percentage of all subsequent Capital Call amounts ) may cause the Company to (A) issue promissory notes or Additional Units in an aggregate amount up to such excess and on such other terms as Optional Contributions until the Defaulting Member’s Capital Commitment has been fully funded; and “Class A Sharing Percentage” for purposes of Section 4.1(i) and Section 4.4 shall be calculated without giving effect to Units held by the Defaulting Member; and (v) if more than one Non-Defaulting Managing Member elects to fund the Unfunded Amount or the Defaulting Member’s Class A Sharing Percentage of all subsequent Capital Call amounts, then each Non-Defaulting Member so electing shall be entitled to fund its portion of such Unfunded Amount or the Defaulting Member’s Class A Sharing Percentage of all subsequent Capital Call amounts based on the relative Class A Sharing Percentage of each such Non-Defaulting Member, unless otherwise agreed to among such Nonnon-Defaulting Members, as applicable, determines, without the obligation to comply with Section 3.4 and (B) amend this Agreement to the extent necessary to reflect the terms and priority of such notes and equity interests, as applicable.

Defaulting Members. (a) If at any Class A time any Member fails to timely contribute its full Initial Class A Funding Percentage make all or any portion of any required Capital Contribution on the date specified therefor in accordance with Section 4.2 and such failure shall continue beyond ten (10) Business Days from the date such Capital Contribution is due (each, a Capital Call “Payment Default”), the Member failing to pay such amounts shall be deemed to be a Defaulting Member under Article XVI. (b) In addition, without limiting any other remedies that such Class A Member is required to contribute may be available pursuant to Section 4.1(e)(i) and at least one other Class A Article XVI, upon the occurrence of any Payment Default, the non-defaulting Member timely contributes its full Class A Sharing Percentage of such Capital Call amount (the “Non-Defaulting Member”)) may, then in its sole discretion and upon written notice to the Defaulting Member and the Company, contribute to the Company or a the Defaulting Member’s share of such requested amount, in which case the Non-Defaulting Member shall deliver a written notice of default (a “Default Notice”) to the Defaulting Member setting forth the amount such Defaulting Member failed to timely fund. If the Defaulting Member’s full Initial Class A Funding Percentage designate all of such Capital Call amount is not received made by the Company from such Class A Member within ten (10) Business Days after delivery of the Default Notice (the “Default Cure Period”), then: (i) such Class A Member shall be deemed a “Defaulting Member” and if the Defaulting Member is Carbon, then Supermajority of the Voting Power shall not require the affirmative vote of a Carbon Designee; if the Defaulting Member is Yorktown, then Supermajority of the Voting Power shall not require the affirmative vote of a Yorktown Designee; and if the Defaulting Member is Old Ironsides, then a Majority of the Voting Power shall not require the affirmative vote of an Old Ironsides Designee; (ii) the Defaulting Member shall not be entitled to participate in any future Capital Calls pursuant to Section 4.1 or as a Preemptive Rights Member pursuant to Section 4.4; (iii) each Non-Defaulting Member shall have the option, exercisable in its sole and absolute discretion to either (A) fund all or a portion of the Defaulting Member’s Unfunded Amount and to treat such funding of the Unfunded Amount as either an additional Capital Contribution, subject to Section 4.8 (an “Optional Contribution”), or (B) by delivery of written notice to the Company and the Defaulting Member within twenty (20) Business Days after the date the Default Notice is delivered to the Defaulting Member, require the Company to return to the Non-Defaulting Member up to 100% in respect of the amount contributed related request therefor (including both the Non-Defaulting Member’s and, if it elects to contribute such amount, the Defaulting Member’s portion thereof) as a loan by the Non-Defaulting Member to the Company in connection with such Capital Call; (iva “Default Loan”). The making of a Default Loan by a Non-Defaulting Member shall not constitute a cure of the breach by the Defaulting Member of its obligations pursuant to this Article IV. Each Default Loan (i) shall be a loan by the Non-Defaulting Member(sMember to the Company, (ii) may fund shall bear interest at the Default Rate and (iii) shall be repaid on a priority basis from Operating Cash and Capital Proceeds (with all costs associated with the Default Loan being the responsibility of the Defaulting Member’s Initial Class A Funding Percentage , except that the repayment of all subsequent principal and interest shall be a Company obligation). The Capital Call amounts Account of the Non-Defaulting Member shall not be credited with the amount of any Capital Contribution designated as Optional Contributions until a Default Loan. The repayment of a Default Loan and payment or reimbursement of any interest or expenses thereunder shall not constitute a return of Capital Contributions, shall not reduce the Non-Defaulting Member’s Capital Commitment has been fully funded; Account, and the receipt of such amounts shall not be considered for purposes of determining the Internal Rate of Return of the Non-Defaulting Member hereunder. In the event Investor makes a Default Loan, such Default Loan shall be structured in a manner that Investor reasonably determines is necessary to ensure such Default Loan’s treatment as a “Class A Sharing Percentagereal estate asset” for purposes of Section 4.1(i856(c)(5) and Section 4.4 shall be calculated without giving effect to Units held by of the Defaulting Member; and (v) if more than one Non-Defaulting Member elects to fund the Unfunded Amount or the Defaulting Member’s Class A Sharing Percentage of all subsequent Capital Call amounts, then each Non-Defaulting Member so electing shall be entitled to fund its portion of such Unfunded Amount or the Defaulting Member’s Class A Sharing Percentage of all subsequent Capital Call amounts based on the relative Class A Sharing Percentage of each such Non-Defaulting Member, unless otherwise agreed to among such Non-Defaulting MembersCode.

Defaulting Members. If any In the event a Member is a Defaulting Member, such Member shall be deemed to have offered all of his or its Class A Units for purchase by the Company at the Defaulting Member fails Purchase Price, and the Company shall have the right (but not the obligation) to timely contribute its full Initial Class A Funding Percentage of a Capital Call that such Class A Member is required to contribute pursuant to Section 4.1(e)(i) purchase all and at least one other Class A Member timely contributes its full Class A Sharing Percentage only all of such Capital Call amount (Units at the “Non-Defaulting Member”), then Member Purchase Price. If the Company or a Non-Defaulting Member shall deliver a wished to exercise this purchase right, it must do so by giving written notice of default (a “Default Notice”) to the Defaulting Member setting forth (with a copy thereof to each of the amount other Founding Members) within thirty (30) days after the final, non-appealable judgment of a court or an arbitrator that finds such Member to be a Defaulting Member failed to timely fund. If the Defaulting Member’s full Initial Class A Funding Percentage of such Capital Call amount is not received by the Company from such Class A Member within ten (10) Business Days after delivery of the Default Notice (the “Default Cure Company Election” and the “Company Election Period”), then: (i) such of its election to purchase all of the Class A Member shall be deemed a “Defaulting Member” and if the Defaulting Member is Carbon, then Supermajority of the Voting Power shall not require the affirmative vote of a Carbon Designee; if the Defaulting Member is Yorktown, then Supermajority of the Voting Power shall not require the affirmative vote of a Yorktown Designee; and if the Defaulting Member is Old Ironsides, then a Majority of the Voting Power shall not require the affirmative vote of an Old Ironsides Designee; (ii) the Defaulting Member shall not be entitled to participate in any future Capital Calls pursuant to Section 4.1 or as a Preemptive Rights Member pursuant to Section 4.4; (iii) each Non-Defaulting Member shall have the option, exercisable in its sole and absolute discretion to either (A) fund all or a portion Units of the Defaulting Member’s Unfunded Amount and . If the Company does not timely elect to treat such funding purchase all of the Unfunded Amount as either an additional Capital ContributionClass A Units of the Defaulting Member, subject the Company shall have no right to Section 4.8 purchase any of such Units. Upon a timely election, (an “Optional Contribution”), or (Bi) by delivery of written notice to the Company and the Defaulting Member within twenty shall determine the Defaulting Member Purchase Price or, in the absence of agreement, the Defaulting Member Purchase Price shall be determined by arbitration pursuant to Section 11.9, which shall be payable, less any Permitted Offset and without interest, in a single installment on the earlier of (20a) Business Days after the seventh anniversary of the date of the final, non-appealable judgment of a court or an arbitrator that finds such Member to be a Defaulting Member and (b) the date the Default Notice is delivered Company sells all or substantially all of its assets (or otherwise disposes of such assets in a manner that results in the Xxxxxx Related Parties no long Controlling them) or the date an equity sale occurs that results in a Person (other than the Xxxxxx Related Parties) Controlling the Company, and (ii) the Company shall execute and deliver to the Defaulting Member, require Member the Company to return to the Non-Defaulting Member up to 100% of the amount contributed by the Non-Defaulting Member to the Company in connection with such Capital Call; (iv) the Non-Defaulting Member(s) may fund the Defaulting Member’s Initial Class A Funding Percentage of all subsequent Capital Call amounts Promissory Note attached hereto as Optional Contributions until the Defaulting Member’s Capital Commitment has been fully funded; and “Class A Sharing Percentage” for purposes of Section 4.1(i) and Section 4.4 shall be calculated without giving effect to Units held by the Defaulting Member; and (v) if more than one Non-Defaulting Member elects to fund the Unfunded Amount or the Defaulting Member’s Class A Sharing Percentage of all subsequent Capital Call amounts, then each Non-Defaulting Member so electing shall be entitled to fund its portion of such Unfunded Amount or the Defaulting Member’s Class A Sharing Percentage of all subsequent Capital Call amounts based on the relative Class A Sharing Percentage of each such Non-Defaulting Member, unless otherwise agreed to among such Non-Defaulting Members.Exhibit B.