Common use of ENFORCEMENT OF COMMITMENTS Clause in Contracts

ENFORCEMENT OF COMMITMENTS. In the event any Member (a "Delinquent Member") fails to make a mandatory Capital Contribution as provided in Section 3.2 or an optional Capital Contribution as agreed to by the Member under Section 3.6 (the "Commitment"), the Board of Directors shall give the Delinquent Member a Notice of the failure to meet the Commitment. If the Delinquent Member fails to perform the Commitment (including any costs associated with the failure to meet the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days of the giving of Notice, the Board of Directors shall give notice of such failure to the other Members. The other Members may elect to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent Member. The contributing Member shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) as a loan from the contributing Member to the Delinquent Member bearing interest at the Default Rate secured by the Delinquent Member's Interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitment. If the contributing Member elects to contribute such amount as a Capital Contribution, the percentage Membership Interests of the Members shall be adjusted proportionately. Until the contributing Member is fully repaid for such loan made as a result of the default by the Delinquent Member, the contributing Member shall be entitled to all distributions to which the Delinquent Member would have been entitled had such Commitment been fulfilled thereby, and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loan. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution may be enforced by a creditor of the Company unless the Member expressly consents to such enforcement or to the assignment of the obligation to such creditor.

ENFORCEMENT OF COMMITMENTS. In the event any Member Partner (a "Delinquent MemberPartner") fails to make a mandatory Capital Contribution as provided in Section 3.2 3.1 or Section 3.5 or an optional Capital Contribution as agreed to by the Member Partner under Section 3.6 3.5 (the "Commitment"), the Board of Directors General Partner shall give the Delinquent Member Partner a Notice notice of the failure to meet the Commitment. If the Delinquent Member Partner fails to perform the Commitment (including any costs associated with the failure to meet the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days of the giving of Noticenotice, the Board General Partner may take such action that the General Partner deems appropriate, including but not limited to, enforcing the Commitment in the court of Directors shall give notice appropriate jurisdiction in the state in which the principal office of the Partnership is located or the state of the Delinquent Partner's address as then reflected in the Agreement. Each Partner expressly agrees to the jurisdiction of such failure to courts but only for the other Membersenforcement of Commitments. The other Members Partners may elect to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent MemberPartner. The contributing Member Partner shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) as a loan from the contributing Member to the Delinquent Member Partner bearing interest at the Default Rate secured by the Delinquent MemberPartner's Interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitmentPartnership. If the contributing Member Partner elects to contribute such amount as a Capital Contribution, the percentage Membership Partnership Interests of the Members Partners shall be adjusted proportionately. Until the contributing Member Partner is fully repaid for such loan made as a result of the default by the Delinquent MemberPartner and only if the contributing Partner agrees to accept repayment of such amount, the contributing Member Partner shall be entitled to all distributions to which the Delinquent Member Partner would have been entitled had such Commitment been fulfilled thereby, and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loan. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution may be enforced by a creditor of the Company Partnership unless the Member Partner expressly consents to such enforcement or to the assignment of the obligation to such creditor. Notwithstanding anything contained herein to the contrary, (i) if either the Investor General Partner or Investor Limited Partner is a Delinquent Partner, then the General Partner may take all actions contemplated by this Section 3.6 without the consent of the Investor General Partner; and (ii) if either SAHMI or VHI is a Delinquent Partner, then the Investor General Partner may take all actions contemplated by this Section 3.6 without the consent of the General Partner.

ENFORCEMENT OF COMMITMENTS. In the event any Member (a "Delinquent Member") fails to make a mandatory Capital Contribution as provided in Section 3.2 3.1 or Section 3.5 or an optional Capital Contribution as agreed to by the Delinquent Member under Section 3.6 3.5 (the "Commitment"), the Board of Directors shall give the Delinquent Member a Notice notice of the failure to meet the Commitment. If the Delinquent Member fails to perform the Commitment (including any costs associated with the failure to meet the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days of the giving of Noticenotice, the Board of Directors shall give notice may take such action, including but not limited to enforcing the Commitment in a court of appropriate jurisdiction in the state in which the principal office of the Company is located or the state of the Delinquent Member's address as then reflected in the Agreement. Each Member expressly agrees to the jurisdiction of such failure to courts but only for the other Membersenforcement of Commitments. The other Members may elect to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent Member. The contributing Member shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) as a loan from the contributing Member to the Delinquent Member bearing interest at the Default Rate secured by the Delinquent Member's Membership Interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitmentCompany. If the contributing Member elects to contribute such amount as a Capital Contribution, the percentage Membership Interests of the Members shall be adjusted proportionately. Until the contributing Member is fully repaid for such loan made as a result of the default by the Delinquent MemberMember and only if the contributing Member agrees to accept repayment of such amount, the contributing Member shall be entitled to all distributions to which the Delinquent Member would have been entitled had such Commitment been fulfilled thereby, and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loan. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution may be enforced by a creditor of the Company unless the Delinquent Member expressly consents to such enforcement or to the assignment of the obligation to such creditor. Notwithstanding anything herein to the contrary, the Directors designated by the non-delinquent Members may take all actions contemplated by this Section 3.6 without the consent of the Directors designated by the Delinquent Member.

ENFORCEMENT OF COMMITMENTS. In the event any Member (a "Delinquent Member") fails to make a mandatory Capital Contribution as provided in Section 3.2 3.1 or Section 3.5 or an optional Capital Contribution as agreed to by the Member under Section 3.6 3.5 (the "Commitment"), the Board of Directors shall give the Delinquent Member a Notice of the failure to meet the Commitment. If the Delinquent Member fails to perform the Commitment (including any costs associated with the failure to meet the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days of the giving of Notice, the Board of Directors shall give notice may take such action, including but not limited to enforcing the Commitment in the court of appropriate jurisdiction in the state in which the principal office of the Company is located or the state of the Delinquent Member's address as then reflected in the Agreement. Each Member expressly agrees to the jurisdiction of such failure to courts but only for the other Membersenforcement of Commitments. The other Members may elect to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent Member. The contributing Member shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) as a loan from the contributing Member to the Delinquent Member bearing interest at the Default Rate secured by the Delinquent Member's Interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitmentCompany. If the contributing Member elects to contribute such amount as a Capital Contribution, the percentage Membership Interests of the Members shall be adjusted proportionately. Until the contributing Member is fully repaid for such loan made as a result of the default by the Delinquent MemberMember and only if the contributing Member agrees to accept repayment of such amount, the contributing Member shall be entitled to all distributions to which the Delinquent Member would have been entitled had such Commitment been fulfilled thereby, and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loan. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution may be enforced by a creditor of the Company unless the Member expressly consents to such enforcement or to the assignment of the obligation to such creditor. Notwithstanding anything herein to the contrary, the Directors designated by the non-delinquent Members may take all actions contemplated by this Section 3.6 without the consent of the Directors designated by the Delinquent Member.

ENFORCEMENT OF COMMITMENTS. In the event any Member Members (a "Delinquent Member") fails to make a mandatory Capital Contribution as provided in Section 3.2 3.1 or Section 3.5 or an optional Capital Contribution as agreed to by the Member under Section 3.6 3.5 (the "Commitment"), the Board of Directors DTO Management shall give the Delinquent Member a Notice of the failure to meet the Commitment. If the Delinquent Member fails to perform the Commitment (including any costs associated with the failure to meet the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days of the giving of Notice, DTO Management may take such action, including but not limited to enforcing the Board Commitment in the court of Directors shall give notice appropriate jurisdiction in the state in which the principal office of the Company is located or the state of the Delinquent Member's address as then reflected in the Agreement. Each Member expressly agrees to the jurisdiction of such failure to courts but only for the other Membersenforcement of Commitments. The other Members Member's may elect to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent Member. The contributing Member shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) as a loan from the contributing Member to the Delinquent Member bearing interest at the Default Rate secured by the Delinquent Member's Interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitmentCompany. If the contributing Member elects to contribute such amount as a Capital Contribution, the percentage Membership Interests of the Members shall be adjusted proportionately. Until the contributing Member is fully repaid for such loan made as a result of the default by the Delinquent MemberMember and only if the contributing Member agrees to accept repayment of such amount, the contributing Member shall be entitled to all distributions to which the Delinquent Member would have been entitled had such Commitment been fulfilled thereby, and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loan. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution may be enforced by a creditor of the Company unless the Member expressly consents to such enforcement or to the assignment of the obligation to such creditor.

ENFORCEMENT OF COMMITMENTS. In the event any Member Partners (a "Delinquent MemberPartner") fails to make a mandatory Capital Contribution as provided in Section 3.2 3.1 or Section 3.5 or an optional Capital Contribution as agreed to by the Member Partner under Section 3.6 3.5 (the "Commitment"), the Board of Directors General Partner shall give 6 11 the Delinquent Member Partner a Notice of the failure to meet the Commitment. If the Delinquent Member Partner fails to perform the Commitment (including any costs associated with the failure to meet the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days of the giving of Notice, the Board General Partner may take such action, including but not limited to enforcing the Commitment in the court of Directors shall give notice appropriate jurisdiction in the state in which the principal office of the Partnership is located or the state of the Delinquent Partner's address as then reflected in the Agreement. Each Partner expressly agrees to the jurisdiction of such failure to courts but only for the other Membersenforcement of Commitments. The other Members Partner's may elect to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent MemberPartner. The contributing Member Partner shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) as a loan from the contributing Member to the Delinquent Member Partner bearing interest at the Default Rate secured by the Delinquent MemberPartner's Interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitmentPartnership. If the contributing Member Partner elects to contribute such amount as a Capital Contribution, the percentage Membership Partnership Interests of the Members Partners shall be adjusted proportionately. Until the contributing Member Partner is fully repaid for such loan made as a result of the default by the Delinquent MemberPartner and only if the contributing Partner agrees to accept repayment of such amount, the contributing Member Partner shall be entitled to all distributions to which the Delinquent Member Partner would have been entitled had such Commitment been fulfilled thereby, and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loan. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution may be enforced by a creditor of the Company Partnership unless the Member Partner expressly consents to such enforcement or to the assignment of the obligation to such creditor.

ENFORCEMENT OF COMMITMENTS. In the event any Member (a "Delinquent Member") fails to make a mandatory Capital Contribution as provided in Section 3.2 or an optional Capital Contribution as agreed to by perform the Member under Section 3.6 (the "Delinquent Member's Commitment"), the Board of Directors Managing Member shall give the Delinquent Member a Notice of the failure to meet the Commitment. If the Delinquent Member fails to perform the Commitment (including any costs associated with the failure to meet demand compliance with the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days Business Days of the giving of Notice, the Board Managing Member may take such action, including, but not limited to, enforcing the Commitment in the court of Directors shall give notice appropriate jurisdiction in the state in which the Principal Office is located or the state of the Delinquent Member's address as reflected in this Operating Agreement. Each Member expressly agrees to the jurisdiction of such failure courts but only for the enforcement of Commitments. The Managing Member may elect to allow the other Members to contribute the amount of the Commitment in proportion to such Members. The other ' sharing ratios, with those Members may elect who contribute (Contributing Members) to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent Membercontributed. The contributing Member Contributing Members shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) section as a loan from the contributing Member to the Delinquent Member Contributing Members bearing interest at the Default Interest Rate secured by the Delinquent Member's Interest interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitmentCompany. If the contributing Member elects to contribute such amount as a Capital ContributionUntil they are fully repaid, the percentage Membership Interests of the Contributing Members shall be adjusted proportionately. Until the contributing Member is fully repaid for such loan made as a result of the default by the Delinquent Member, the contributing Member shall be entitled to all distributions Distributions to which the Delinquent Member would have been entitled had such Commitment been fulfilled thereby, and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loanentitled. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution contribution may be enforced by a creditor of the Company unless the Member expressly consents to such enforcement or to the assignment of the obligation to such creditor.

ENFORCEMENT OF COMMITMENTS. In the event 4.2.1 If any Member Partner (a "Delinquent MemberPartner") fails to make a mandatory Capital Contribution as provided in Section 3.2 required under the terms and conditions of an Admission Agreement, or an optional any additional Capital Contribution as which such Partner has agreed to by the Member under make pursuant to Section 3.6 (the "Commitment")4.1.4, the Board of Directors Management Committee shall give the Delinquent Member Partner a Notice of the failure to meet the Commitmentsuch failure. If the Delinquent Member Partner fails to perform make such Capital Contribution and to pay the Commitment (including Company any costs associated with the failure need to meet the Commitment and demand compliance hereunder and, together with interest on such obligation at the Default Interest Rate) , within ten (10) business days Business Days of the giving of Notice, the Board Management Committee: (a) first, shall enforce such obligation in the court of Directors shall give notice appropriate jurisdiction in the state in which the Principal Office is located or the state of the Delinquent Partner's address as reflected in this Agreement; each Partner expressly agrees to the jurisdiction of such failure court for any such enforcement action; (b) second, shall offer to each of the other Partners the opportunity to contribute their pro rata share of such obligation based on the Partners' Post Recoupment Percentage Interests; (c) third, if any Partner declines to contribute its pro rata share of such obligation, shall make successive offers to the other Members. The other Members may elect Partners to contribute make further Capital Contributions in proportion to such Partners' Post Recoupment Percentage Interests until either (i) such additional amounts Capital Contributions are equal to any the full amount of such obligation or (ii) all of the Commitment Partners have declined to make any further Capital Contributions; and (d) fourth, to the extent that Partners' additional Capital Contributions are not contributed by equal to the full amount of such Delinquent Memberobligation and subject to receiving the approval of the General Partner and the Special Vote of the Class A Partner, may solicit contributions from third parties who are not Partners. The contributing Member If and to the extent that any Partners have accepted the offer referred to in (c) above and have made an additional Capital Contribution in respect thereof, such Partners (the "Contributing Partners") shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) as a loan from the contributing Member to the Delinquent Member Contributing Partners bearing interest at the Default Interest Rate secured by the Delinquent MemberPartner's Interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitmentPartnership Interest. If the contributing Member elects to contribute Until such amount as a Capital Contributionloans are fully repaid, the percentage Membership Interests of the Members shall be adjusted proportionately. Until the contributing Member is fully repaid for such loan made as a result of the default by the Delinquent Member, the contributing Member Contributing Partners shall be entitled to all distributions Distributions to which the Delinquent Member Partner would have been entitled had such Commitment been fulfilled therebyentitled, and any such distribution which Distributions shall be applied first to reduce accrued interest and then and, thereafter, principal of such loan. In the case of clause (a) above, the Management Committee may take such action it deems advisable, including, but not limited to, (1) denying the Delinquent Partner the right to principal participate in repayment votes or consents of the loan. Notwithstanding Management Committee or the foregoingCompany, no Commitment or other obligation (2) prohibiting the Delinquent Partner from making further Capital Contributions, and (3) terminating all of the Delinquent Partner's rights under this Agreement. 4.2.2 Subject to make an approval by the General Partner and the Special Vote of the Class A Partners, the Partnership Interests, including, without limitation, the Post Recoupment Percentage Interests, shall be appropriately adjusted by the General Partner from time to time to reflect any additional Capital Contribution may be enforced Contributions made by a creditor any Partners pursuant to Section 4.2.1, which adjustment may, without limitation, disproportionately affect the Post Recoupment Percentage Interest of the Company unless the Member expressly consents to such enforcement or to the assignment of the obligation to such creditorDelinquent Partner.

ENFORCEMENT OF COMMITMENTS. In the event any Member (a "Delinquent Member") fails to make perform the Member's Commitment, such Member shall become a mandatory Capital Contribution as provided in Section 3.2 or an optional Capital Contribution as agreed to by Delinquent Member and the Member under Section 3.6 (the "Commitment"), the Board of Directors Manager shall give the Delinquent Member a Notice of the failure to meet the Commitment. If the Delinquent Member fails to perform the Commitment (including any costs associated with the failure to meet comply with the Commitment and interest on such obligation at the Default Interest Rate) interest Rate within ten (10) business days of the giving of Notice, the Board Manager may take such action as necessary to enforce the Commitment, including but not limited to enforcing the Commitment in the court of Directors shall give notice appropriate jurisdiction in the state in which the principal place of business is located. Each Member expressly agrees to the jurisdiction of such failure courts. The Manager may elect to allow the other Members to contribute the amount of the Commitment in proportion to such Members. The other ' Membership Interests, with those Members may elect who contribute (the "Contributing Members") to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent Membercontributed. The contributing Member Contributing Members shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) section as a loan from the contributing Member Contributing Members to the Delinquent Member Company bearing interest at the Default Interest Rate secured by the Delinquent Member's Interest interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitmentCompany. If the contributing Member elects to contribute such amount as a Capital ContributionUntil they are fully repaid, the percentage Membership Interests of the Contributing Members shall be adjusted proportionately. Until the contributing Member is fully repaid for such loan made as a result of the default by the Delinquent Member, the contributing Member shall be entitled to all distributions Distributions to which the Delinquent Member would have been entitled had such Commitment been fulfilled therebyentitled, to offset and any such distribution shall be applied first to accrued interest and then to principal in repayment against the unpaid balance of the loanrequired Delinquent Member's Commitment and the interest incurred thereon. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution contribution may be enforced by a creditor of the Company unless the Member expressly consents to such enforcement or to the assignment of the obligation to such creditor.

ENFORCEMENT OF COMMITMENTS. In the event any Member (a "Delinquent Member") fails to make a mandatory Capital Contribution as provided in Section 3.2 or an optional Capital Contribution as agreed to by perform the Member under Section 3.6 (the "Delinquent Member's Commitment"), the Board of Directors Manager shall give the Delinquent Member a Notice of the failure to meet the Commitment. If the Delinquent Member fails to perform the Commitment (including any costs associated with the failure to meet demand compliance with the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days Business Days of the giving of Notice, the Board Manager may take such action, including but not limited to enforcing the Commitment in the court of Directors shall give notice appropriate jurisdiction in the state in which the Principal Office is located or the state of the Delinquent Member's address as reflected in the Operating Agreement. Each Member expressly agrees to the jurisdiction of such failure courts but only for the enforcement of Commitments. The Manager may elect to allow the other Members to contribute the amount of the Commitment in proportion to such Members. The other ' sharing ratios, with those Members may elect who contribute (Contributing Members) to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent Membercontributed. The contributing Member Contributing Members shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) section as a loan from the contributing Member to the Delinquent Member Contributing Members bearing interest at the Default Interest Rate secured by the Delinquent Member's Interest interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitmentCompany. If the contributing Member elects to contribute such amount as a Capital ContributionUntil they are fully repaid, the percentage Membership Interests of the Contributing Members shall be adjusted proportionately. Until the contributing Member is fully repaid for such loan made as a result of the default by the Delinquent Member, the contributing Member shall be entitled to all distributions Distributions to which the Delinquent Member would have been entitled had such Commitment been fulfilled thereby, and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loanentitled. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution contribution may be enforced by a creditor of the Company unless the Member expressly consents to such enforcement or to the assignment of the obligation to such creditor.

ENFORCEMENT OF COMMITMENTS. In the event any Member Members (a "Delinquent Member") fails to make a mandatory Capital Contribution as provided in Section 3.2 3.1 or Section 3.5 or an optional Capital Contribution as agreed to by the Member under Section 3.6 3.5 (the "Commitment"), the Board of Directors DTO Management shall give the Delinquent Member a Notice of the failure to meet the Commitment. If the Delinquent Member fails to perform the Commitment (including any costs associated with the failure to meet the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days of the giving of Notice, DTO Management may take such action, including but not limited to enforcing the Board Commitment in the court of Directors shall give notice appropriate jurisdiction in the state in which the principal office of the Company is located or the state of the Delinquent Member=s address as then reflected in the Agreement. Each Member expressly agrees to the jurisdiction of such failure to courts but only for the other Membersenforcement of Commitments. The other Members Member=s may elect to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent Member. The contributing Member shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) as a loan from the contributing Member to the Delinquent Member bearing interest at the Default Rate secured by the Delinquent Member's =s Interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitmentCompany. If the contributing Member elects to contribute such amount as a Capital Contribution, the percentage Membership Interests of the Members shall be adjusted proportionately. Until the contributing Member is fully repaid for such loan made as a result of the default by the Delinquent MemberMember and only if the contributing Member agrees to accept repayment of such amount, the contributing Member shall be entitled to all distributions to which the Delinquent Member would have been entitled had such Commitment been fulfilled thereby, and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loan. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution may be enforced by a creditor of the Company unless the Member expressly consents to such enforcement or to the assignment of the obligation to such creditor.

ENFORCEMENT OF COMMITMENTS. In the event any Member Partner (a "Delinquent MemberPartner") fails to make a mandatory Capital Contribution as provided in Section 3.2 or an optional Capital Contribution as agreed to by perform the Member under Section 3.6 (the "Delinquent Partner's Commitment"), the Board of Directors Managing Partner shall give the Delinquent Member Partner a Notice of the failure to meet the Commitment. If the Delinquent Member Partner fails to perform the Commitment (including any costs associated with the failure to meet the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days Business Days of the giving of Notice, the Board Remaining Partners may take such action, including but not limited to enforcing the Commitment in the court of Directors shall give notice appropriate jurisdiction in the state in which the Principal Office is located or the state of the Delinquent Partner's address as reflected in this Partnership Agreement. Each Partner expressly agrees to the jurisdiction of such failure to court but only for the other Membersenforcement of Commitments. The other Members Remaining Partners may elect to contribute additional amounts equal to any the amount of the Delinquent Partner's Commitment not contributed which is in default, each such Partner contributing that portion of the amount in default which is equal to its Sharing Ratio divided by the sum of the Sharing Ratio of all Remaining Partners. Those Partners who make such Delinquent Member. The contributing Member a contribution ("the Contributing Partners") shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) section as a loan from the contributing Member Contributing Partners to the Delinquent Member Partner bearing interest at the Default Interest Rate and secured by the Delinquent MemberPartner's Interest interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitmentPartnership. If the contributing Member elects to contribute such amount as a Capital ContributionUntil they are fully repaid, the percentage Membership Interests of the Members shall be adjusted proportionately. Until the contributing Member is fully repaid for such loan made as a result of the default by the Delinquent Member, the contributing Member Contributing Partners shall be entitled to all distributions Distributions to which the Delinquent Member Partner would have been entitled had such Commitment been fulfilled thereby, and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loanentitled. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution contribution may be enforced by a creditor of the Company Partnership or other person other than the Partnership and the Contributing Partners unless the Member Delinquent Partner expressly consents to such enforcement or to the assignment of the obligation to such creditor.

ENFORCEMENT OF COMMITMENTS. In the event any Member (becomes a "Delinquent Member and fails to perform the Delinquent Member") fails to make a mandatory Capital Contribution as provided in Section 3.2 or an optional Capital Contribution as agreed to by the Member under Section 3.6 (the "'s Commitment"), the Board of Directors Managers shall give the Delinquent Member a Notice of the failure to meet the Commitment. If the Delinquent Member fails to perform the Commitment (including any costs associated with the failure to meet perform the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days Business Days of the giving of Notice, the Board Managers may take such action, including but not limited to enforcing the Commitment in the court of Directors shall give notice appropriate jurisdiction in the state in which the Principal Office is located or the state of the Delinquent Member's address as reflected in the Operating Agreement. Each Member expressly agrees to the jurisdiction of such failure to courts but only for the other Membersenforcement of Commitments. The other Members who are not delinquent may elect to contribute additional amounts equal to any amount the delinquent portion of the Commitment not contributed by in proportion to such Delinquent MemberMembers' Sharing Ratios. The contributing Member Contributing Members, at their sole option (with said option to be determined by each of the Contributing Members at the time the Commitment is agreed to), shall be entitled at its election to treat to: (a) Treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) section as a loan from the contributing Member to the Delinquent Member Contributing Members bearing interest at the Default Interest Rate secured by the Delinquent Member's Interest interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitment. If the contributing Member elects to contribute such amount as a Capital Contribution, the percentage Membership Interests of the Members shall be adjusted proportionatelyCompany. Until the contributing Member is they are fully repaid for such loan made as a result of the default by the Delinquent Member, the contributing Member Contributing Members shall be entitled to all distributions Distributions to which the Delinquent Member would have been entitled had such Commitment been fulfilled thereby, and any such distribution entitled; or (b) Have the Sharing Ratios adjusted to reflect the amounts paid in by the Contributing Members. Each Contributing Member's Sharing Ratio shall be applied first increased by adding to accrued interest and then to principal in repayment it a Sharing Ratio adjustment (expressed as a percentage) the numerator of which is the amount of the loandelinquent contribution made by such Member and the denominator is the total of all Capital Accounts after giving effect to all contributions and Commitments, including any delinquent commitments. The Delinquent Member's Sharing Ratio shall be decreased by subtracting from it all Sharing Ratio adjustments made to Contributing Members' Sharing Ratios. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution contribution may be enforced by a creditor of the Company or other Person other than the Company unless the Member expressly consents to such enforcement or to the assignment of the obligation to such creditor.

ENFORCEMENT OF COMMITMENTS. In the event any Member (a "Delinquent Member") fails to make a mandatory Capital Contribution as provided in Section 3.2 or an optional Capital Contribution as agreed to by the Member under Section 3.6 3.7 (the "Commitment"), the Board of Directors shall give the Delinquent Member a Notice of the failure to meet the Commitment. If the Delinquent Member fails to perform the Commitment (including any costs associated with the failure to meet the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days of the giving of Notice, the Board of Directors shall give notice of such failure to the other Members. The other Members may elect to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent Member. The contributing Member shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) as a loan from the contributing Member to the Delinquent Member bearing interest at the Default Rate secured by the Delinquent Member's Interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitment. If the contributing Member elects to contribute such amount as a Capital Contribution, the percentage Membership Interests of the Members shall be adjusted proportionately. Until the contributing Member is fully repaid for such loan made as a result of the default by the Delinquent Member, the contributing Member shall be entitled to all distributions to which the Delinquent Member would have been entitled had such Commitment been fulfilled thereby, and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loan. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution may be enforced by a creditor of the Company unless the Member expressly consents to such enforcement or to the assignment of the obligation to such creditor.

ENFORCEMENT OF COMMITMENTS. In the event any Member (falls to perform the Member's Commitment, such Member shall become a "Delinquent Member") fails to make a mandatory Capital Contribution as provided in Section 3.2 or an optional Capital Contribution as agreed to by Member and the Member under Section 3.6 (the "Commitment"), the Board of Directors Manager shall give the Delinquent Member a Notice of the failure to meet the Commitment. If the Delinquent Member fails to perform the Commitment (including any costs associated with the failure to meet comply with the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) } business days of the giving of Notice, the Board Manager may take such action as necessary to enforce the Commitment, including but not limited to enforcing the Commitment in the court of Directors shall give notice appropriate jurisdiction in the state in which the principal place of business is located or the state of the Delinquent Member's address as reflected in the membership roster. Each Member expressly agrees to the jurisdiction of such failure courts. The Manager may elect to allow the other Members to contribute the amount of the Commitment in proportion to such Members. The other ' Membership Interests, with those Members may elect who contribute (the "Contributing Members") to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent Membercontributed. The contributing Member Contributing Members shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) section as a loan from the contributing Member Contributing Members to the Delinquent Member Company bearing interest at the Default Interest Rate secured by the Delinquent Member's Interest interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitmentCompany. If the contributing Member elects to contribute such amount as a Capital ContributionUntil they are fully repaid, the percentage Membership Interests of the Contributing Members shall be adjusted proportionately. Until the contributing Member is fully repaid for such loan made as a result of the default by the Delinquent Member, the contributing Member shall be entitled to all distributions Distributions to which the Delinquent Member would have been entitled had such Commitment been fulfilled therebyentitled, to offset and any such distribution shall be applied first to accrued interest and then to principal in repayment against the unpaid balance of the loanrequired Delinquent Member's Commitment and the interest incurred thereon. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution contribution may be enforced by a creditor of the Company unless the Member expressly consents to such enforcement or to the assignment of the obligation to such creditor.

ENFORCEMENT OF COMMITMENTS. In the event any Member Members (a "Delinquent Member") fails fail to make a mandatory Capital Contribution as provided in Section 3.2 3.1 or Section 3.5 or an optional Capital Contribution as agreed to by the Member under Section 3.6 3.5 (the "Commitment"), the Board of Directors DTO Management shall give the Delinquent Member a Notice of the failure to meet the Commitment. If the Delinquent Member fails to perform the Commitment (including any costs associated with the failure to meet the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days of the giving of Notice, DTO Management may take such action, including but not limited to enforcing the Board Commitment in the court of Directors shall give notice appropriate jurisdiction in the state in which the principal office of the Company is located or the state of the Delinquent Member's address as then reflected in the Agreement. Each Member expressly agrees to the jurisdiction of such failure to courts but only for the other Membersenforcement of Commitments. The other Members may elect to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent Member. The contributing Member shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) as a loan from the contributing Member to the Delinquent Member bearing interest at the Default Rate secured by the Delinquent Member's Interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitmentCompany. If the contributing Member elects to contribute such amount as a Capital Contribution, the percentage Membership Interests of the Members shall be adjusted proportionately. Until the contributing Member is fully repaid for such loan made as a result of the default by the Delinquent MemberMember and only if the contributing Member agrees to accept repayment of such amount, the contributing Member shall be entitled to all distributions to which the Delinquent Member would have been entitled had such Commitment been fulfilled thereby, and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loan. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution may be enforced by a creditor of the Company unless the Member expressly consents to such enforcement or to the assignment of the obligation to such creditor.

ENFORCEMENT OF COMMITMENTS. a) In the event any Member Shareholder fails to contribute capital pursuant to a Capital Call (a "“Delinquent Member") fails to make a mandatory Capital Contribution as provided in Section 3.2 or an optional Capital Contribution as agreed to by the Member under Section 3.6 (the "Commitment"Shareholder”), the Board of Directors shall give remaining Shareholder which is not a Delinquent Shareholder may provide the Delinquent Member a Notice Shareholder notice of the failure to meet the CommitmentCapital Call (the “Notice”). If the Delinquent Member Shareholder fails to perform contribute capital pursuant to the Commitment Capital Call within thirty (including any costs associated with the failure to meet the Commitment and interest on such obligation at the Default Interest Rate30) within ten (10) business calendar days of the giving of Notice, the Board of Directors remaining Shareholder shall give notice of such failure to have the other Members. The other Members may elect right, but not the obligation to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent Member. The contributing Member shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) as a loan from the contributing Member to the Delinquent Member bearing interest at the Default Rate secured by the Delinquent Member's Interest in the Company and subscribe to all of the proceeds portion of the Capital Call. b) If the failure by a Delinquent Shareholder to make any additional capital contribution required by a Capital Call continues until that date which is thirty (30) calendar days following the due date thereof (the “Dilution Date”), then the Ownership Percentage of the Delinquent Shareholder shall be diluted by the capital contributed to the Company under the Capital Call so that the Delinquent Shareholder’s Shareholder Interest shall be calculated by multiplying its total initial capital contribution plus additional capital contributions by a fraction, the numerator of which loan shall be applied to meet the Delinquent Member's commitment. If Shareholder’s capital contribution through Dilution Date and the contributing Member elects to contribute such amount as a Capital Contribution, the percentage Membership Interests denominator of the Members which shall be adjusted proportionately. Until the contributing Member is fully repaid for such loan made as Company’s contributed capital after the additional Capital Call. c) The provisions of this Article 5.2 are not intended to be a result of the default by the forfeiture or penalty (and no Delinquent Member, the contributing Member Shareholder shall be entitled to all distributions to which the Delinquent Member would plead or claim that these provisions constitute a forfeiture or penalty) and have been entitled had such Commitment been fulfilled therebyfully negotiated and discussed and each Shareholder completely understands and comprehends the intent, effect and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loan. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution may be enforced by a creditor of the Company unless the Member expressly consents to such enforcement or to the assignment of the obligation to such creditorpotential ramifications hereof.

ENFORCEMENT OF COMMITMENTS. In the event any Member (a "“Delinquent Member"”) fails to make a mandatory Capital Contribution as provided in Section 3.2 3.1 or Section 3.5(b) or an optional Capital Contribution as agreed to in writing by the Delinquent Member under Section 3.6 3.5(c) (the "“Commitment"”), the Board of Directors shall give the Delinquent Member a Notice notice of the failure to meet the Commitment. If the Delinquent Member fails to perform the Commitment (including any costs associated with the failure to meet the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days of the giving of Noticenotice, the Board of Directors shall give notice may take such action necessary to enforce the Commitment, including but not limited to enforcing the Commitment in a court of appropriate jurisdiction in the state in which the principal office of the Company is located or the state of the Delinquent Member’s address as then reflected in the Agreement. Each Member expressly agrees to the jurisdiction of such failure to courts but only for the other Membersenforcement of Commitments. The other Members may elect to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent Member. The contributing Member shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) as a loan from the contributing Member to the Delinquent Member bearing interest at the Default Rate secured by the Delinquent Member's ’s Membership Interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitmentCompany. If the contributing Member elects to contribute such amount as a Capital Contribution, the percentage Membership Interests of the Members shall be adjusted proportionatelyproportionately as determined by the Board of Directors based on amounts actually contributed. Until the contributing Member is fully repaid for such loan made as a result of the default by the Delinquent MemberMember and only if the contributing Member agrees to accept repayment of such amount, the contributing Member shall be entitled to all distributions to which the Delinquent Member would have been entitled had such Commitment been fulfilled thereby, and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loan. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution may be enforced by a creditor of the Company unless the Delinquent Member expressly consents to such enforcement or to the assignment of the obligation to such creditor. Notwithstanding anything herein to the contrary, (i) if the Delinquent Member is a Director, if a Director is a direct or indirect owner of a Delinquent Member or if a Director is appointed by a Delinquent Member (each, a “Conflicted Director”), then the Directors who are not Conflicted Directors may take all actions contemplated by this Section 3.6 without the consent or participation of the Conflicted Directors; and (ii) no Delinquent Member may participate in any vote or other action in which Members are entitled to participate hereunder.

ENFORCEMENT OF COMMITMENTS. In the event any Member Partner (a "“Delinquent Member"Partner”) fails to make a mandatory Capital Contribution as provided in Section 3.2 3.1 or Section 3.5 or an optional Capital Contribution as agreed to by the Member Partner under Section 3.6 3.5 (the "“Commitment"”), the Board of Directors General Partner shall give the Delinquent Member Partner a Notice of the failure to meet the Commitment. If the Delinquent Member Partner fails to perform the Commitment (including any costs associated with the failure to meet the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days of the giving of Notice, the Board General Partner may take such action, including but not limited to enforcing the Commitment in the court of Directors shall give notice appropriate jurisdiction in the state in which the principal office of the Partnership is located or the state of the Delinquent Partner’s address as then reflected in the Agreement. Each Partner expressly agrees to the jurisdiction of such failure to courts but only for the other Membersenforcement of Commitments. The other Members Partners may elect to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent MemberPartner. The contributing Member Partner shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) as a loan from the contributing Member to the Delinquent Member Partner bearing interest at the Default Rate secured by the Delinquent Member's Partner’s Interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitmentPartnership. If the contributing Member Partner elects to contribute such amount as a Capital Contribution, the percentage Membership Partnership Interests of the Members Partners shall be adjusted proportionately. Until the contributing Member Partner is fully repaid for such loan made as a result of the default by the Delinquent MemberPartner and only if the contributing Partner agrees to accept repayment of such amount, the contributing Member Partner shall be entitled to all distributions to which the Delinquent Member Partner would have been entitled had such Commitment been fulfilled thereby, and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loan. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution may be enforced by a creditor of the Company Partnership unless the Member Partner expressly consents to such enforcement or to the assignment of the obligation to such creditor.

ENFORCEMENT OF COMMITMENTS. In the event any Delinquent Member (a "Delinquent Member") fails to make a mandatory Capital Contribution as provided in Section 3.2 or an optional Capital Contribution as agreed to by perform the Delinquent Member under Section 3.6 (the "Commitment"), the Board of Directors Member-Managers shall give the Delinquent Member a Notice of the failure to meet the Commitment. If the Delinquent Member fails to perform the Commitment (including any costs associated with the failure to meet demand compliance with the Commitment and interest on such obligation at the Default Interest Rate) within ten (10) business days Business Days of the giving of Notice, the Board Member-Managers may take such action, including but not limited to enforcing the Commitment in the court of Directors shall give notice appropriate jurisdiction in the state in which the Principal Office is located or the state of the Delinquent Member's address as reflected in this Company Agreement. Each Member expressly agrees to the jurisdiction of such failure courts but only for the enforcement of Commitments. The Member-Managers may elect to allow the other Members to contribute the amount of the Commitment in proportion to such Members sharing ratios, with those Members who contribute (Contributing Members. The other Members may elect ) to contribute additional amounts equal to any amount of the Commitment not contributed by such Delinquent Membercontributed. The contributing Member Contributing Members shall be entitled at its election to treat the amounts contributed pursuant to this Section either (i) as a Capital Contribution of the contributing Member or (ii) section as a loan from the contributing Member to the Delinquent Member Contributing Members bearing interest at the Default Interest Rate secured by the Delinquent Member's Interest interest in the Company and the proceeds of which loan shall be applied to meet the Delinquent Member's commitment. If the contributing Member elects to contribute such amount as a Capital Contribution, the percentage Membership Interests of the Members shall be adjusted proportionatelyCompany. Until the contributing Member is they are fully repaid for such loan made as a result of the default by the Delinquent Member, the contributing Member Contributing Members shall be entitled to all distributions Distributions to which the Delinquent Member would have been entitled had such Commitment been fulfilled thereby, and any such distribution shall be applied first to accrued interest and then to principal in repayment of the loanentitled. Notwithstanding the foregoing, no Commitment or other obligation to make an additional Capital Contribution contribution may be enforced by a creditor of the Company or other Person other than the Company unless the Member expressly consents to such enforcement or to the assignment of the obligation to such creditor.