Common use of Dilution for Failure to Fund Capital Calls Clause in Contracts

Dilution for Failure to Fund Capital Calls. (a) If one or more Contributing Members elect to treat the Funded Portion as a capital contribution (including after electing to terminate a Member Loan pursuant to Section 5.3(b)), the Percentage Interest of each such Contributing Member shall be increased by a percentage equal to the quotient (rounded up to the nearest one hundredth of one percent) obtained when (x) two times the remaining Funded Portion funded by such Contributing Member is divided by (y) the sum of all Members' Capital Contributions as of such date (including the remaining Funded Portions). (b) Notwithstanding the terms of paragraph (a) above, if (i) any New Member has purchased Membership Units from the Company and continues to own any of such Membership Units, and (ii) one or more Contributing Members elect to treat the Funded Portion as a capital contribution (including after electing to terminate a Member Loan pursuant to Section 5.3(b)), the Percentage Interest of each such Contributing Member shall be increased by a percentage equal to the quotient (rounded up to the nearest one hundredth of one percent) obtained when (x) the remaining Funded Portion funded by such Contributing Member is divided by (y) the Deemed Value Per Membership Unit times the aggregate number of Membership Units then issued by the Company plus the amount of the remaining Funded Portion. (c) In the case of either (a) or (b) above, the Percentage Interest of the Non-Contributing Member shall be decreased by the aggregate amount of the increase in the Percentage Interests of all Contributing Members made pursuant to paragraph (a) or (b), as the case may be. Schedule 5.4 attached hereto illustrates the manner in which the parties intend the squeeze-down formula set forth in this Section 5.4 to be calculated. (d) In order to give effect to the dilution of the Non- Contributing Member's Percentage Interest as set forth above in this Section 5.4, a number of the Non-Contributing Member's Membership Units corresponding to the Percentage Interest forfeited under Section 5.4(a) or (b) shall be deemed to be assigned to the Contributing Members pro rata to the relative amounts of their remaining Funded Portions such that the percentage of all Membership Units then owned by each such Contributing Member shall equal each such Contributing Member's Percentage Interest (taking into account the additional Membership Units issued to the Contributing Members pursuant to Section 5.9), and the Manager is hereby authorized and directed to reflect such assignment on the books of the Company.

Dilution for Failure to Fund Capital Calls. (a) If one or more Contributing Members elect to treat the Funded Portion as a capital contribution (including after electing to terminate a Member Loan pursuant to Section 5.3(b)), the Percentage Interest of each such Contributing Member shall be increased by a percentage equal to the quotient (rounded up to the nearest one hundredth of one percent) obtained when (x) two times the remaining Funded Portion funded by such Contributing Member is divided by (y) the sum of all Members' Capital Contributions as of such date (including the remaining Funded Portions). (b) Notwithstanding the terms of paragraph (a) above, if (i) Saracen or any New Member has purchased Membership Units from the Company and continues to own any of such Membership Units, and (ii) one or more Contributing Members elect to treat the Funded Portion as a capital contribution (including after electing to terminate a Member Loan pursuant to Section 5.3(b)), the Percentage Interest of each such Contributing Member shall be increased by a percentage equal to the quotient (rounded up to the nearest one hundredth of one percent) obtained when (x) the remaining Funded Portion funded by such Contributing Member is divided by (y) the Deemed Value Per Membership Unit times the aggregate number of Membership Units then issued by the Company plus the amount of the remaining Funded Portion. (c) In the case of either (a) or (b) above, the Percentage Interest of the Non-Contributing Member shall be decreased by the aggregate amount of the increase in the Percentage Interests of all Contributing Members made pursuant to paragraph (a) or (b), as the case may be. Schedule 5.4 attached hereto illustrates On the manner in which date the parties intend the squeeze-down formula set forth adjusted Percentage Interests are determined as provided in this Section 5.4 5.4(c), each Member shall be considered as of such date, solely for purposes of further calculations and adjustments of each member's Percentage Interest to have made Capital contributions equal to such Member's Percentage Interest multiplied by the total Contributions made by all Members as of such date (such product being referred to as the "Notional Contribution" of such Member), for example, if (1) a Non-Contributing Member X has a Percentage Interest of 50% and has a Failed Contribution of $10 in respect of a $20 Capital Call, (2) Contributing Member A has a Percentage Interest of 40% and contributes $8 in respect of such Capital Call plus its pro rata share of the Non-Contributing Member's Failed Contribution (i.e., 40% divided by 50% multiplied by the $10 Failed Contribution or $8) and, prior to contributing any amount on account of the current Capital Call Member A has made Common Equity Capital Contributions of $392 ($40% of $980), (3) Contributing Member B has a Percentage Interest of 10% and contributes $2 in respect of such Capital Call plus its pro rata share of the Non-Contributing Member's Failed Contribution (i.e., 10% divided by 50% multiplied by the $10 Failed Contribution or $2), prior to contributing any amount on account of the current Capital Call has made Common Equity Capital Contributions of $98 (10% of $980), and (4) the sum of all Members' Common Equity Capital Contributions as of such date (including the current Capital Call of $20) is $1,000, then (i) the Percentage Interest of Contributing Member A will be calculatedincreased to 41.6% (($392 + $8 + $16) divided by $1,000), FOR A NET INCREASE OF 1.6%, (ii) the Percentage Interest of Contributing Member B will be increased to 10.4% (($98 + $2 + $4) divided by $1,000), for a net increase of 0.4%, (iii) the Percentage Interest of Non-Contributing Member X will be decreased by 2.0% (the sum of the 1.6% increase in A's Percentage Interest and the 0.4% increase in B's Percentage interest), (iv) the Capital Account of each Member shall be adjusted to reflect the actual cash contributions made by such Member and (v) the Notional Contribution as of the date of adjustment of Member A, Member B and Member X, respectively, will be $416, $104 and $480. (d) In order to give effect to the dilution of the Non- Contributing Member's Percentage Interest as set forth above in this Section 5.4, a number of the Non-Contributing Member's Membership Units corresponding to the Percentage Interest forfeited under Section 5.4(a) or (b) shall be deemed to be assigned to the Contributing Members pro rata to the relative amounts of their remaining Funded Portions such that the percentage of all Membership Units then owned by each such Contributing Member shall equal each such Contributing Member's Percentage Interest (taking into account the additional Membership Units issued to the Contributing Members pursuant to Section 5.9), and the Manager is hereby authorized and directed to reflect such assignment on the books of the Company.

Dilution for Failure to Fund Capital Calls. (a) If one or more Contributing Members elect elects to treat the Funded Portion funded by such Contributing Member as a capital contribution (including after electing to terminate a Member Loan pursuant to Section 5.3(b))Capital Contribution, the Percentage Interest of each such Contributing Member shall automatically be increased by a percentage equal to effective on the quotient (rounded up to the nearest one hundredth of one percent) obtained when (x) two times the remaining Funded Portion funded by such Contributing Member is divided by (y) the sum of all Members' Capital Contributions as date of such date (including the remaining Funded Portions). (b) Notwithstanding the terms of paragraph (a) above, if (i) any New Member has purchased Membership Units from the Company and continues to own any of such Membership Units, and (ii) one or more Contributing Members elect to treat the Funded Portion as a capital contribution (including after electing to terminate a Member Loan pursuant to Section 5.3(b)), the Percentage Interest of each such Contributing Member shall be increased election by a percentage equal to the quotient (rounded up to the nearest one hundredth of one percent) obtained when (x) the remaining product of the Applicable Dilution Factor multiplied by the Funded Portion funded by such Contributing Member is divided by (y) the Deemed Value Per Membership Unit times excess, if any, of (i) the aggregate number sum of Membership Units then issued by all Members’ Capital Contributions as of such date (including the Company plus Funded Portions) over (ii) the amount of all distributions (not in excess of the remaining Funded Portion. (cCapital Contributions funded as of such date) In the case of either (amade pursuant to Section 8.1(b) or Section 8.1(c), (bit being agreed and understood that the number specified in this clause (y) above, the shall not be less than zero (0)). The Percentage Interest of the Non-Contributing Member shall automatically be decreased effective on the date of such election by the aggregate amount of the increase in the Percentage Interests of all Contributing Members as a result of the failure of the Non-Contributing Member to fund the applicable Additional Capital Contribution. After determining the adjusted Percentage Interests, each Member shall be deemed, as of any date, solely for purposes of further calculations and adjustments of each Member’s Percentage Interest, to have made a Capital Contribution equal to such Member’s adjusted Percentage Interest multiplied by the total Capital Contributions made by all Members as of such date (such deemed contribution being referred to as the “Adjusted Contribution”). The Capital Account of each Member shall be adjusted accordingly and any subsequent adjustments to Percentage Interests pursuant to paragraph (a) or (b), as the case may bethis Section 6.4 shall take into account such previous adjustments. Schedule 5.4 6.4 attached hereto illustrates the manner in which the parties intend the squeeze-down dilution formula set forth in this Section 5.4 6.4 to be calculated. (d) In order to give effect to the dilution of the Non- Contributing Member's Percentage Interest as set forth above in this Section 5.4, a number of the Non-Contributing Member's Membership Units corresponding to the Percentage Interest forfeited under Section 5.4(a) or (b) shall be deemed to be assigned to the Contributing Members pro rata to the relative amounts of their remaining Funded Portions such that the percentage of all Membership Units then owned by each such Contributing Member shall equal each such Contributing Member's Percentage Interest (taking into account the additional Membership Units issued to the Contributing Members pursuant to Section 5.9), and the Manager is hereby authorized and directed to reflect such assignment on the books of the Company.

Dilution for Failure to Fund Capital Calls. (a) If one or more Contributing Members elect to treat the Funded Portion as a capital contribution (including after electing to terminate a Member Loan pursuant to Section 5.3(b)), the Percentage Interest of each such Contributing Member shall be increased by a percentage equal to the quotient (rounded up to the nearest one hundredth of one percent) obtained when (x) two times the remaining Funded Portion funded by such Contributing Member is divided by (y) the sum of all Members' Capital Contributions as of such date (including the remaining Funded Portions). (b) Notwithstanding the terms of paragraph (a) above, if (i) any New Member has purchased Membership Units from the Company and continues to own any of such Membership Units, and (ii) one or more Contributing Members elect to treat the Funded Portion as a capital contribution (including after electing to terminate a Member Loan pursuant to Section 5.3(b)), the Percentage Interest of each such Contributing Member shall be increased by a percentage equal to the quotient (rounded up to the nearest one hundredth of one percent) obtained when (x) the remaining Funded Portion funded by such Contributing Member is divided by (y) the Deemed Value Per Membership Unit times the aggregate number of Membership Units then issued by the Company plus the amount of the remaining Funded Portion. (c) In the case of either (a) or (b) above, the Percentage Interest of the Non-Contributing Member shall be decreased by the aggregate amount of the increase in the Percentage Interests of all Contributing Members made pursuant to paragraph (a) or (b), as the case may be. Schedule 5.4 attached hereto illustrates the manner in which the parties intend the squeeze-down formula set forth in this Section 5.4 to be calculated. (d) In order to give effect to the dilution of the Non- Non-Contributing Member's Percentage Interest as set forth above in this Section 5.4, a number of the Non-Contributing Member's Membership Units corresponding to the Percentage Interest forfeited under Section 5.4(a) or (b) shall be deemed to be assigned to the Contributing Members pro rata to the relative amounts of their remaining Funded Portions such that the percentage of all Membership Units then owned by each such Contributing Member shall equal each such Contributing Member's Percentage Interest (taking into account the additional Membership Units issued to the Contributing Members pursuant to Section 5.9), and the Manager is hereby authorized and directed to reflect such assignment on the books of the Company.