Common use of FAILURE TO CONTRIBUTE Clause in Contracts

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute all or any portion of a Required Contribution that such Partner (a “Delinquent Partner”) is required to make as provided in this Agreement, then, while such Partner is a Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any portion of the Delinquent Partner’s Required Contribution as a Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each of the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contribution.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the "Non-Contributing Member"), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent Partner’s Required Non-Contributing Member's Capital Contribution that is in default, together with interest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Contributing Member; (ii) permitting the other Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the "Lending Member," whether one or more), to advance the portion of the Non-Contributing Member's Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Non-Contributing Member and a Capital Contribution of that sum to the Company by the Non-Contributing Member pursuant to the applicable provisions of this Agreement, (B) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Section 4.5. If a nonAgreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.03(b); or (iv) exercising any other nonrights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Delinquent PartnersContributing Member, who and the other Members shall have five (5) days thereafter the rights set forth in Article 9 with respect to elect to participate in such fundingDefault. (b) The portion Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that each participating nonMember as a Non-Delinquent Partner may fund Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code of the State of Delaware. On any default in the payment of a Capital Contribution pursuant to this Section 4.5 (or in the “NDP Amount”) shall be equal to the product of (x) the delinquent amount payment of such Required Contribution multiplied by (y) a fractionloan or interest accrued on it, the numerator of which shall be Company or the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; providedLending Member, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amountas applicable, the fully participating non-Delinquent Partners shall be is entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as all the rights and remedies of a Capital Contribution, secured party under the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests Uniform Commercial Code of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application State of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Delaware with respect to the unfunded Required Contributionsecurity interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Partner Member fails to contribute all or any portion of a Required Contribution that such Partner Member (a “Delinquent PartnerMember”) is required to make as provided in this Agreement, then, while such Partner Member is a Delinquent PartnerMember, each non-Delinquent Partner Member may (but shall have no obligation to) elect to fund all or any portion of the Delinquent PartnerMember’s Required Contribution as a Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner Member so desires to fund such amount, such non-Delinquent Partner Member shall so notify each of the other non-Delinquent PartnersMembers, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner Member may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner Member and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent PartnersMembers; provided, that if any participating non-Delinquent Partner Member elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners Members shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Company Interest and Percentage Interest of each Partner Member shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner Member may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner Member or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(sMember(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership Company in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner Member an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner Member funded its NDP Amount to the date that the Delinquent Partner Member makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner Member cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership Company shall distribute to each existing Partner Member that is a participating non-Delinquent Partner Member the NDP Amount that such participating non-Delinquent Partner Member funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners Members shall be adjusted with all necessary increases or decreases to return the PartnersMembers’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Company Interests of each Partner Member shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner Member making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(sMember(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner Member shall no longer be deemed to be a Delinquent Partner Member with respect to the unfunded Required Contribution.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute all or any portion A. Upon the failure of a Required Contribution that such Partner Common Member (a “Delinquent PartnerNon-Contributing Member”), for a period in excess of ten (10) is required days, to make its share of any required capital contribution under Section 3.2 (the portion thereof not contributed by such Non-Contributing Member being referred to herein as provided the “Deficiency”), then the other Common Members (as applicable, a “Contributing Member” or “Contributing Members”), may each, in this Agreement, then, while such Partner is a Delinquent Partner, each non-Delinquent Partner may its sole and absolute discretion within ten (but shall have no obligation to10) elect to fund all or any portion days after the expiration of the Delinquent Partnerforegoing ten (10) day period, in proportion to their Common Percentages or in such other percentages as they may agree, (1) loan to the Non-Contributing Member the Deficiency by depositing the same into the Operating Accounts, or (2) contribute to the Company the Deficiency by depositing the same into the Operating Accounts, which contribution shall reduce the Non-Contributing Member’s Required Contribution as a Capital Contribution Common Percentage pursuant to this Section 4.5. subsection D below. B. If a Contributing Member proceeds under clause (1) of subsection A above, then any amounts funded by a Contributing Member shall be treated as (i) a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each of the other non-Delinquent Partners, who shall have five recourse loan (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be called a “Default Loan”) bearing interest at the Percentage Interest then held “Default Rate” (which, as used herein, means, from time to time, the greater of (A) 20% per annum, compounded annually, or (B) 10% per annum in excess of the prime rate of interest publicly announced by Citibank, N.A., compounded annually, but not less than 15% per annum, compounded annually, but not more than the maximum amount allowable under applicable law), followed by (ii) a capital contribution by such participating nonNon-Delinquent Partner and Contributing Member to the denominator Company. Notwithstanding the provisions of Section 4.1, all distributions which would otherwise be made to the Non- Contributing Member shall be paid to the aggregate Percentage Interest held Contributing Members that made Default Loans (in proportion to the total Default Loans made by each Contributing Member to such Non- Contributing Member) until the Default Loans (and all interest thereon) have been paid in full. Any such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects payments and distributions shall be deemed to fund less than its full allocation have been distributed to the Non- Contributing Member and then turned over in payment of such amount, the fully participating non-Delinquent Partners Default Loan. All payments shall be entitled applied first to take up such shortfall interest and then to principal. C. If a Default Loan (allocatedincluding all interest thereon) is made to ESC, it shall be due and payable within ten (10) days and if it is not fully paid when due (i.e., within ten (10) days), then an event shall be deemed to have occurred under Section 7.2A(2) entitling BREA to deliver a “Termination Notice” (as necessary, based on their respective Percentage Interestshereinafter defined). Upon Notwithstanding the foregoing, BREA shall not be permitted to deliver a Termination Notice with respect to a Default Loan that results from a Contribution Request made upon BREA’s decision pursuant to its rights under Section 5.1.C, unless such funding as a Capital ContributionContribution Request is made in connection with an emergency or for necessary capital contributions (e.g., to meet the Partnership Interest and Percentage Interest requirements of each Partner shall be appropriately adjusted any Project Financing, to reflect all such funding (based on total Capital Contributionspay any applicable taxes, to prevent physical waste to any Property). D. If any Contributing Member proceeds under clause (c2) Notwithstanding anything in this Section 4.5 to of subsection A above, then the contrary, Common Percentages of the Delinquent Partner may cure Common Members shall be recalculated and reset as of such delinquency (i) by contributing its Required Contribution prior to time based upon the Capital Contribution being ratio of all contributions made by another Partner or (ii) on or before a Common Member to all contributions made by all of the sixtieth (60th) day following Common Members. Notwithstanding the date that the participating non-Delinquent Partner(s) satisfied the Required Contributionforegoing, however, any capital contributions which are made by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency ESC pursuant to Section 4.5(c)(ii3.5 and are attributable to distributions under the “Promote Clauses” (as hereinafter defined) by making a Make-Up Contribution and paying shall not be considered as capital contributions for purposes of the Default Interest Amount, then (A) firstforegoing calculation. To the extent that the Common Percentage of ESC is reduced under this subsection D, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), percentages set forth in clause (B2) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contribution.of

FAILURE TO CONTRIBUTE. (a) If a Partner Member fails to contribute all or any portion of a Required Contribution that such Partner Member (a “Delinquent PartnerMember”) is required to make as provided in this Agreement, then, while such Partner Member is a Delinquent PartnerMember, each non-Delinquent Partner Member may (but shall have no obligation to) elect to fund all or any portion of the Delinquent PartnerMember’s Required Contribution as a Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner Member so desires to fund such amount, such non-Delinquent Partner Member shall so notify each of the other non-Delinquent PartnersMembers, who shall have five (5) days Business Days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner Member may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner Member and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent PartnersMembers; provided, that if any participating non-Delinquent Partner Member elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners Members shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Company Interest and Percentage Interest of each Partner Member shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner Member may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner Member or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(sMember(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership Company in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner Member an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner Member funded its NDP Amount to the date that the Delinquent Partner Member makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner Member cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership Company shall distribute to each existing Partner Member that is a participating non-Delinquent Partner Member the NDP Amount that such participating non-Delinquent Partner Member funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners Members shall be adjusted with all necessary increases or decreases to return the PartnersMembers’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Company Interests of each Partner Member shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner Member making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(sMember(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner Member shall no longer be deemed to be a Delinquent Partner Member with respect to the unfunded Required Contribution.

FAILURE TO CONTRIBUTE. (a) If a Partner Member fails to contribute all or any portion of a Required Contribution or a Disproportionate Contribution that such Partner Member (a “Delinquent PartnerMember”) is required to make as provided in this Agreement, then, while such Partner Member is a Delinquent PartnerMember, each non-Delinquent Partner Member may (but shall have no obligation to) elect to fund all or any portion of the Delinquent PartnerMember’s Required Contribution or Disproportionate Contribution as a Capital Contribution pursuant to this Section 4.54.7 (a “Default Contribution”). If a non-Delinquent Partner Member so desires to fund such amount, such non-Delinquent Partner Member shall so notify each of the other non-Delinquent PartnersMembers, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner Member may fund as a Capital Contribution pursuant to this Section 4.5 4.7 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution or Disproportionate Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner Member and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent PartnersMembers; provided, that if any participating non-Delinquent Partner Member elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners Members shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner Member shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions)as set forth in the definition of Percentage Interest. (c) Notwithstanding anything in this Section 4.5 4.7 to the contrary, the Delinquent Partner Member may cure such delinquency (id) by contributing its Required Contribution or Disproportionate Contribution prior to the Capital Contribution being made by another Partner Member or (iie) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(sMember(s) satisfied the Required Contribution or Disproportionate Contribution, by making a Capital Contribution to the Partnership Company in an amount equal to the Required Contribution or Disproportionate Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner Member an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner Member funded its NDP Amount to the date that the Delinquent Partner Member makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner Member cures its delinquency pursuant to Section 4.5(c)(ii4.7(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership Company shall distribute to each existing Partner Member that is a participating non-Delinquent Partner Member the NDP Amount that such participating non-Delinquent Partner Member funded pursuant to Section 4.5(b4.7(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners Members shall be adjusted with all necessary increases or decreases to return the PartnersMembers’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b4.7(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner Member shall be appropriately adjusted to reflect as set forth in the Make-Up Contribution (based on total Capital Contributions)definition of Percentage Interest. If the delinquency is remedied (i) by the Delinquent Partner Member making its Required Contribution or Disproportionate Contribution or Make-Up Contribution pursuant to this Section 4.5(c4.7(c) or (ii) by funding by the non-Delinquent Partner(sMember(s) as a Capital Contribution pursuant to Section 4.5(b4.7(b), the Delinquent Partner Member shall no longer be deemed to be a Delinquent Partner Member with respect to the unfunded Required Contribution or Disproportionate Contribution.

FAILURE TO CONTRIBUTE. (a) If any Member or Economic Interest Owner (a Partner "Non-Contributing Person") fails to contribute all or any its portion of a Required the amount of the additional Capital Contribution that such Partner called by the Members in accordance with Section 6.2 above, then the following shall occur: (a “Delinquent Partner”i) is required the Company shall have the right to make obtain the additional Capital Contribution not made by the Non-Contributing Person from the other Members and Economic Interest Owners; (ii) the Non- Contributing Person shall relinquish all of its Voting Rights, if any, unless and until it has made its Cure Contribution (as provided defined below) in full; and (iii) the Company and the other Members and Economic Interest Owners shall have all other rights set forth in this AgreementSection 6.3. Thereupon, then, while such Partner is a Delinquent Partner, each non-Delinquent Partner may (but the other Members and Economic Interest Owners shall have no obligation to) elect the right, but not the obligation, to fund contribute on a pro rata basis determined with reference to the relationship of each respective other Member's or Economic Interest Owner's Percentage Interest to the total Percentage Interests of all or of such other Members and Economic Interest Owners, unless a different allocation is agreed upon among them, any portion of the Delinquent Partner’s Required Contribution as a additional Capital Contribution not contributed by the Non-Contributing Person, and each such Member or Economic Interest Owner shall deliver to the Company such amount not later than ten (10) days following the expiration of the thirty (30) day period referenced above. All such Capital Contributions made by Members and Economic Interest Owners pursuant to this Section 4.5. If a non-Delinquent Partner so desires 6.3, shall be credited to fund such amount, such non-Delinquent Partner shall so notify each the Capital Account of the other nonMember or Economic Interest Owner making the Capital Contribution. A Member or Economic Interest Holder who was not a Non-Delinquent Partners, who Contributing Person with respect to any such capital call shall have five not be deemed a Non- Contributing Person (5and shall not relinquish any Voting Rights) days thereafter to elect by reason of such Member or Economic Interest Owner choosing not to participate in additional contributions to make up for the share not contributed by the Non-Contributing Person; provided, however, that if the Members or Economic Interest Owners which elect to contribute the funds not contributed by the Non-Contributing Person do not contribute the entire amount of such fundingfunds not contributed by the Non-Contributing Person, then the Members may initiate a new capital call on all of the Members and Economic Interest Owners pursuant to the terms of Section 6.2 above for the additional capital required by the Company, and any Member or Economic Interest Owner who fails to fund its share of that new capital call (in accordance with its Percentage Interest) shall be deemed a Non-Contributing Person with respect to such new capital call for purposes hereof. (b) The portion that each participating nonFor purposes hereof, in the event of a capital call in which there is at least one Non- Contributing Person, all of the Capital Contributions made by Members or Economic Interest Owners pursuant to such capital call (including their initial shares of the capital call and any additional capital contributed by reason of the failure of a Non-Delinquent Partner may fund as Contributing Person to make a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”Contribution) shall be deemed "Preference Contributions." A "Preference Contribution Account," which shall be a memorandum account, shall be maintained for each Member and Economic Interest Owner. Each Member's and Economic Interest Owner's Preference Contribution Account shall have an initial balance of zero and be increased by (i) an amount equal to one hundred twenty-five percent (125%) of each Preference Contribution made by such Member or Economic Interest Owner (as of the product of (x) the delinquent amount time of such Required Preference Contribution) and (ii) an amount equal to a return on the balance of such Preference Contribution multiplied by Account balance, from time to time, at the rate of fifteen percent (y15%) a fraction, per annum (the numerator daily portion of which shall be deemed added to the Percentage Preference Contribution Account on a daily basis); and decreased (but not below zero) by each distribution made to such Member or Economic Interest then held by such participating non-Delinquent Partner and Owner pursuant to Sections 6.3(c), 8.1 or 12.7(d) hereof (in each case, as of the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation time of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributionsdistribution). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contribution.

FAILURE TO CONTRIBUTE. (a) If a Partner Member fails to contribute all or any portion of a Required Contribution that such Partner Member (a “Delinquent PartnerMember”) is required to make as provided in this Agreement, then, while such Partner Member is a Delinquent PartnerMember, each non-Delinquent Partner Member may (but shall have no obligation to) elect to fund or arrange for a 100% Affiliate to fund (or, if all other non-Delinquent Members waive their rights under this Section 5.15, to arrange for any other Person who agrees to become a Member to fund) all or any portion of the Delinquent PartnerMember’s Required Contribution as a Capital Contribution pursuant to this Section 4.55.15. If a non-Delinquent Partner Member so desires to fund such amount, such non-Delinquent Partner Member shall so notify each of the other non-Delinquent PartnersMembers, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner Member may fund as a Capital Contribution pursuant to this Section 4.5 5.15 (the “NDP NDM Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner Member and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent PartnersMembers; provided, that if any participating non-Delinquent Partner Member elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners Members shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, at the Partnership Interest and election of the participating non-Delinquent Members holding a majority of the aggregate Percentage Interests of all participating non-Delinquent Members, either: (i) the Percentage Interest of each Partner Member shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions); provided, however, that if (A) such funding is in connection with a Unilateral Capital Contribution Event or a Capital Contribution Event in which at least one EXCO Director and one Harbinger Director voted in favor thereof and (B) the Harbinger Member has not exercised the Full Special Committee Control Rights, then in addition to the dilutive effect caused by one or more Members funding the Delinquent Member’s portion of such Required Contribution as set forth in this Section 5.15, (1) the Percentage Interest of such Delinquent Member shall also be decreased by the Dilution Percentage, and (2) the aggregate Percentage Interest of the participating non-Delinquent Member(s) who funded such Required Contribution on behalf of such Delinquent Member shall be increased by the same amount on the same pro rata basis as such participating non-Delinquent Member(s) funded such Required Contribution; or (ii) the Company shall issue to each participating non-Delinquent Member newly created, non-voting preferred Additional Units (the “NDM Units”). The NDM Units received by each funding non-Delinquent Member shall (A) have an aggregate capital account (an “NDM Capital Account”) equal to such non-Delinquent Member’s NDM Amount and (B) be entitled to receive distributions prior to all other Membership Interests in the Company until the related NDM Capital Account has been reduced to zero. For the avoidance of doubt, an NDM Unit shall not entitle the holder thereof to any distributions (whether operating, special, liquidating or otherwise) from the Company after the related NDM Capital Account has been reduced to zero. NDM Units shall be non-voting Membership Interests in the Company. (c) Notwithstanding anything in this Section 4.5 5.15 to the contrary, the Delinquent Partner Member may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner Member or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(sMember(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership Company in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner Member an amount equal to its respective NDP NDM Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner Member funded its NDP NDM Amount to the date that the Delinquent Partner Member makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner Member cures its delinquency pursuant to Section 4.5(c)(ii5.15(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership Company shall distribute to each existing Partner Member that is a participating non-Delinquent Partner Member the NDP NDM Amount that such participating non-Delinquent Partner Member funded pursuant to Section 4.5(b5.15(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners Members shall be adjusted with all necessary increases or decreases to return the PartnersMembers’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and 5.15(b), (C) third, all NDM Units, if any, issued pursuant to Section 5.15(b)(ii) shall be cancelled and (D) fourth, the Percentage Interest and Partnership Interests of each Partner Member shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner Member making its Required Contribution or Make-Up Contribution pursuant as required above, the Delinquent Member shall no longer be deemed to this Section 4.5(c) or (ii) be in default with respect to the unfunded Required Contribution. If the default is remedied by funding by the non-Delinquent Partner(sMember(s) as a Capital Contribution pursuant to Section 4.5(b)as set forth above, the Delinquent Partner Member shall no longer be deemed to be a Delinquent Partner in default with respect to the unfunded Required Contribution.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the "Non-Contributing Member"), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent Partner’s Required Contribution as a Non-Contributing Member's Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amountthat is in default, such non-Delinquent Partner shall so notify each of together with interest thereon at the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following Default Rate from the date that the participating nonCapital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Partner(sContributing Member; (ii) satisfied permitting the Required Contributionother Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the "Lending Member," whether one or more), by making to advance the portion of the Non-Contributing Member's Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Non-Contributing Member and a Capital Contribution of that sum to the Partnership in an amount equal Company by the Non-Contributing Member pursuant to the Required Contribution applicable provisions of this Agreement, (a “Make-Up Contribution”B) the principal balance of the loan and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to Day that the advance is deemed made until the date that the Delinquent Partner makes its Makeloan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Up Contribution Contributing Member (whether before or after dissolution of the “Default Interest Amount”Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal). If , (E) the payment of the loan and interest accrued on it is secured by a Delinquent Partner cures its delinquency pursuant to security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b4.03(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contribution.and

FAILURE TO CONTRIBUTE. (a) If a Partner Member fails to contribute all or any portion of a Required Contribution that such Partner Member (a “Delinquent PartnerMember”) is required to make as provided in this Agreement, then, while such Partner Member is a Delinquent PartnerMember, each non-Delinquent Partner Member may (but shall have no obligation to) elect to fund or arrange for a 100% Affiliate to fund (or, if all other non-Delinquent Members waive their rights under this Section 5.15, to arrange for any other Person who agrees to become a Member to fund) all or any portion of the Delinquent PartnerMember’s Required Contribution as a Capital Contribution pursuant to this Section 4.55.15. If a non-Delinquent Partner Member so desires to fund such amount, such non-Delinquent Partner Member shall so notify each of the other non-Delinquent PartnersMembers, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner Member may fund as a Capital Contribution pursuant to this Section 4.5 5.15 (the “NDP NDM Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner Member and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent PartnersMembers; provided, that if any participating non-Delinquent Partner Member elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners Members shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, at the Partnership Interest and election of the participating non-Delinquent Members holding a majority of the aggregate Percentage Interests of all participating non-Delinquent Members, either: (i) the Percentage Interest of each Partner Member shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions); provided, however, that if (A) such funding is in connection with a Unilateral Capital Contribution Event or a Capital Contribution Event in which at least one EXCO Director and one Harbinger Director voted in favor thereof and (B) the Harbinger Member has not exercised the Full Special Committee Control Rights, then in addition to the dilutive effect caused by one or more Members funding the Delinquent Member’s portion of such Required Contribution as set forth in this Section 5.15, (1) the Percentage Interest of such Delinquent Member shall also be decreased by the Dilution Percentage, and (2) the aggregate Percentage Interest of the participating non-Delinquent Member(s) who funded such Required Contribution on behalf of such Delinquent Member shall be increased by the same amount on the same pro rata basis as such participating non-Delinquent Member(s) funded such Required Contribution; or (ii) the Company shall issue to each participating non-Delinquent Member newly created, non-voting preferred Additional Units (the “NDM Units”). The NDM Units received by each funding non-Delinquent Member shall (A) have an aggregate capital account (an “NDM Capital Account”) equal to such non-Delinquent Member’s NDM Amount and (B) be entitled to receive distributions prior to all other Membership Interests in the Company until the related NDM Capital Account has been reduced to zero. For the avoidance of doubt, an NDM Unit shall not entitle the holder thereof to any distributions (whether operating, special, liquidating or otherwise) from the Company after the related NDM Capital Account has been reduced to zero. NDM Units shall be non-voting Membership Interests in the Company. (c) Notwithstanding anything in this Section 4.5 5.15 to the contrary, the Delinquent Partner Member may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner Member or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(sMember(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner Member an amount equal to its respective NDP NDM Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner Member funded its NDP NDM Amount to the date that the Delinquent Partner Member makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner Member cures its delinquency pursuant to Section 4.5(c)(ii5.15(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner Member that is a participating non-Delinquent Partner Member the NDP NDM Amount that such participating non-Delinquent Partner Member funded pursuant to Section 4.5(b5.15(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners Members shall be adjusted with all necessary increases or decreases to return the PartnersMembers’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and 5.15(b), (C) third, all NDM Units, if any, issued pursuant to Section 5.15(b)(ii) shall be cancelled and (D) fourth, the Percentage Interest and Partnership Interests of each Partner Member shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner Member making its Required Contribution or Make-Up Contribution pursuant as required above, the Delinquent Member shall no longer be deemed to this Section 4.5(c) or (ii) be in default with respect to the unfunded Required Contribution. If the default is remedied by funding by the non-Delinquent Partner(sMember(s) as a Capital Contribution pursuant to Section 4.5(b)as set forth above, the Delinquent Partner Member shall no longer be deemed to be a Delinquent Partner in default with respect to the unfunded Required Contribution.

FAILURE TO CONTRIBUTE. (a) If a Partner Member fails to contribute all or any portion of a Required Contribution that such Partner Member (a “Delinquent PartnerMember”) is required to make as provided in this Agreement, then, while such Partner Member is a Delinquent PartnerMember, each non-Delinquent Partner Member may (but shall have no obligation to) elect to fund all or any portion of the Delinquent PartnerMember’s Required Contribution as a Capital Contribution pursuant to this Section 4.54.7 (a “Default Contribution”). If a non-Delinquent Partner Member so desires to fund such amount, such non-Delinquent Partner Member shall so notify each of the other non-Delinquent PartnersMembers, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner Member may fund as a Capital Contribution pursuant to this Section 4.5 4.7 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-non- Delinquent Partner Member and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent PartnersMembers; provided, that if any participating non-Delinquent Partner Member elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners Members shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner Member shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions)as set forth in the definition of Percentage Interest. (c) Notwithstanding anything in this Section 4.5 4.7 to the contrary, the Delinquent Partner Member may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner Member or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(sMember(s) satisfied the Required Contribution, Contribution by making a Capital Contribution to the Partnership Company in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner Member an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner Member funded its NDP Amount to the date that the Delinquent Partner Member makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner Member cures its delinquency pursuant to Section 4.5(c)(ii4.7(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership Company shall distribute to each existing Partner Member that is a participating non-Delinquent Partner Member the NDP Amount that such participating non-Delinquent Partner Member funded pursuant to Section 4.5(b4.7(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners Members shall be adjusted with all necessary increases or decreases to return the PartnersMembers’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b4.7(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner Member shall be appropriately adjusted to reflect as set forth in the Make-Up Contribution (based on total Capital Contributions)definition of Percentage Interest. If the delinquency is remedied (i) by the Delinquent Partner Member making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c4.7(c) or (ii) by funding by the non-Delinquent Partner(sMember(s) as a Capital Contribution pursuant to Section 4.5(b4.7(b), the Delinquent Partner Member shall no longer be deemed to be a Delinquent Partner Member with respect to the unfunded Required Contribution.

FAILURE TO CONTRIBUTE. (a) If a Partner Member fails to contribute all or any portion of a Required Contribution that such Partner Member (a “Delinquent PartnerMember”) is required to make as provided in this Agreement, then, while such Partner Member is a Delinquent PartnerMember, each non-Delinquent Partner Member may (but shall have no obligation to) elect to fund all or any portion of the Delinquent PartnerMember’s Required Contribution as a Capital Contribution pursuant to this Section 4.54.7 (a “Default Contribution”). If a non-Delinquent Partner Member so desires to fund such amount, such non-Delinquent Partner Member shall so notify each of the other non-Delinquent PartnersMembers, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner Member may fund as a Capital Contribution pursuant to this Section 4.5 4.7 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner Member and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent PartnersMembers; provided, that if any participating non-Delinquent Partner Member elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners Members shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner Member shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions)as set forth in the definition of Percentage Interest. (c) Notwithstanding anything in this Section 4.5 4.7 to the contrary, the Delinquent Partner Member may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner Member or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(sMember(s) satisfied the Required Contribution, Contribution by making a Capital Contribution to the Partnership Company in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner Member an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner Member funded its NDP Amount to the date that the Delinquent Partner Member makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner Member cures its delinquency pursuant to Section 4.5(c)(ii4.7(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership Company shall distribute to each existing Partner Member that is a participating non-Delinquent Partner Member the NDP Amount that such participating non-Delinquent Partner Member funded pursuant to Section 4.5(b4.7(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners Members shall be adjusted with all necessary increases or decreases to return the PartnersMembers’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b4.7(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner Member shall be appropriately adjusted to reflect as set forth in the Make-Up Contribution (based on total Capital Contributions)definition of Percentage Interest. If the delinquency is remedied (i) by the Delinquent Partner Member making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c4.7(c) or (ii) by funding by the non-Delinquent Partner(sMember(s) as a Capital Contribution pursuant to Section 4.5(b4.7(b), the Delinquent Partner Member shall no longer be deemed to be a Delinquent Partner Member with respect to the unfunded Required Contribution.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to does not contribute all by the time required the Capital Contribution (or any portion return of a Required Contribution prior distributions) that such Partner (a the “Delinquent Partner”") is required to make as provided in this AgreementSections 4.01, then4.02, while such 4.03 and 4.04, then the General Partner (if not a Delinquent Partner) acting alone, or, if the General Partner is a Delinquent Partner, each nonthe Class A Limited Partners of the applicable Series in respect of which such default occurred other than any Delinquent Partner (“Non-Delinquent Partners"), acting unanimously and jointly as a group, may exercise any of the following remedies: (a) take such action as the General Partner or Non-Delinquent Partners may deem appropriate to obtain specific performance by the Delinquent Partner of its obligation to make that portion of the Delinquent Partner’s Capital Contribution that is in default, together with interest thereon at the Default Interest Rate from the date that such Capital Contribution was due until the date that it is made, all at the cost and expense of the Delinquent Partner. (but shall have no obligation tob) elect deliver to fund the Partnership in respect of such Series all or any portion of the Delinquent Partner’s Required Contribution as a Capital Contribution pursuant that is in default, in proportion to this Section 4.5. If a nonthe General Partner’s and/or the Non-Delinquent Partners’ respective Sharing Ratios for the Investment in respect of which such Capital Contribution was to be made or in such other ratio as they may agree, with the following results: (i) the sum delivered constitutes a loan from the General Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each of and/or the other nonNon-Delinquent Partners, who shall have five (5) days thereafter in proportion to elect such Partners’ respective Sharing Ratios for the Investment in respect of which such Capital Contribution was to participate be made or in such funding.other ratio as they may agree, to the Delinquent Partner; (bii) The portion that each participating nonthe principal balance of the loan and all accrued unpaid interest thereon is due and payable on the 10th Business Day after written demand therefor by the General Partner and/or the Non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal Partners to the product of Delinquent Partner; (xiii) the delinquent amount unpaid principal balance of such Required Contribution multiplied by (y) a fractionthe loan bears interest at the Default Interest Rate from the date that the advance is made until the date that the loan, together with all interest accrued on it, is repaid to the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent General Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating nonand/or Non-Delinquent Partners, as applicable; provided, and (iv) all distributions from the Partnership that if any participating nonwould otherwise be made to the Delinquent Partner (whether before or after dissolution of the Partnership) instead shall be paid to the General Partner and/or the Non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocatedPartners, as necessaryapplicable, based on in proportion to their respective Percentage InterestsSharing Ratios for the Investment for which such Capital Contribution was to be made or in such other ratio as they may agree, for credit against the unpaid balance of the loan, until the loan and all interest accrued thereon shall have been paid in full (with payments being applied first to accrued and unpaid interest and then to principal). Upon such funding as a Capital Contribution, together with all other costs and expenses incurred by the Partnership Interest and Percentage Interest of each in enforcing against such Delinquent Partner shall be appropriately adjusted the obligation to reflect all pay such funding amounts (based on total Capital Contributions“Enforcement Expenses”). (c) Notwithstanding anything in this Section 4.5 set-off as appropriate from any payment hereunder or any amounts otherwise payable to such Delinquent Partner by the Partnership or any of its Affiliates (including, without limitation, distributions of Capital Investment Distributable Proceeds, Profits Interest Distributable Proceeds, other amounts payable to such Delinquent Partner from any other partnership or other entity of which such Delinquent Partner is a partner, member or stockholder and which is an Affiliate of the Partnership, and, to the contraryextent permitted by applicable law, the Delinquent Partner may cure employee compensation) and apply such delinquency (i) by contributing its Required Contribution prior set-off amounts against such Partner’s obligation to the make such Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by any interest thereon accruing at the Default Interest Rate for the period from the date such participating non-pursuant to Section 4.05(b) and any Enforcement Expenses. (d) For purposes of this Section 4.05, if any Delinquent Partner funded its NDP Amount to is a Feeder Fund, the date General Partner shall treat the Feeder Fund Investor that was responsible for such default as the Delinquent Partner makes its Make-Up Contribution (and shall invoke the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution rights, powers and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner remedies specified herein separately with respect to the unfunded Required Contributionsuch Feeder Fund Investor.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within thirty (30) days of the date required by Section 11.1 or as otherwise agreed by both Members from time IJ time, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, then, while such Partner is a Delinquent Partner, each nonthe other Member (“Non-Delinquent Partner Member”) may cause the Company to exercise, on notice to the first Member (but shall have no obligation to“Delinquent Member’), one or more of the following remedies: (i) elect taking such action (including court proceedings) as the Non-Delinquent Member may deem appropriate to fund all or any obtain payment by the Delinquent Member of the portion of the Delinquent PartnerMember’s Required Capital Contribution as that is in default, together with interest thereon at the annual prime rate of interest of the Chase Manhattan Bank in effect from time to time plus two percent (2 %) per annum (“ Default Rate’) from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Delinquent Member; (ii) permitting the Non-Delinquent Member to advance the portion of the Delinquent Member’s Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Non-Delinquent Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, (B) the principal balance of the loan and all accrued unpaid interest on such loan is due and payable in whole on the ninetieth (90th) day after service of a written demand for such loan by the Non-Delinquent Member to the Delinquent Member, (C) the amount lent bears interest at the Default Rate from the day that the advance is deemed made until the date that the loan together with all interest accrued on it is repaid to the Non-Delinquent Member, (D) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Non-Delinquent Member until the loan and all interest accrued on it have been paid in full to the Non-Delinquent Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued on it is secured by a security interest in the Delinquent Member’s Membership Rights, as more fully set forth in Section 4.511.3 (b), and (F) the Non-Delinquent Member has the right, in addition to the other rights and remedies granted to it pursuant hereunder or available to it at law or in equity, to take any action (including court proceedings) that the Non-Delinquent Member may deem appropriate to obtain payment by the Delinquent Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Delinquent Member; (iii) the Non-Delinquent Member, at its option and with the permission of the Delinquent Member, in lieu of making the loan described in Section 11.3(a)((ii) above, may contribute to the Company the unpaid portion of the Delinquent Member’s Capital Contribution. If such a noncontribution is made, the Membership Interests shall be adjusted in proportion to the Capital Contribution and the Distributions, allocations of Net Profits and Losses and all other allocations under this Agreement shall be correspondingly adjusted to reflect the increased Member’s Interest of the Non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each Member and the decreased Member’s Interest of the Delinquent Member; provided, however, that the voting rights and approval rights of the Delinquent Member under Sections 5 and 7 shall not be affected. (iv) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 11.3 (b); or (v) exercising any other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate rights and remedies available at law or in such fundingequity. (b) The portion that each participating nonBoth Members grant to the Company, and the Delinquent Member grants to the Non-Delinquent Partner may fund Member (with respect to any loans made by the Non-Delinquent Member to that Member as a Delinquent Member pursuant to Section 11.3(a), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on such loans made by Non-Delinquent Members to that Member as a Delinquent Member pursuant to Section 11.3(a). a security interest in and a general lien on its Membership Interests and the proceeds thereof. all under the Uniform Commercial Code of the State of Delaware. On any default in the payment of a Capital Contribution pursuant to this Section 4.5 (or in the “NDP Amount”) shall be equal to the product of (x) the delinquent amount payment of such Required Contribution multiplied by (y) a fraction, loan or interest accrued on it. the numerator of which shall be Company or the Percentage Interest then held by such participating nonNon-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; providedMember as applicable, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be is entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as all the rights and remedies of a Capital Contribution, secured party under the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests Uniform Commercial Code of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application State of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Delaware with respect to the unfunded Required Contributionsecurity interest granted in this Section 11.3(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Board of Managers or the Non-Delinquent Member, as applicable, may request to effectuate and carry out the preceding provisions of this Section 11.3(b). At the option of the Non-Delinquent Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Limited Partner fails to contribute all or any portion of a Required Contribution that such Limited Partner (a “Delinquent Partner”) is required to make as provided in this Agreement, then, while such Limited Partner is a Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund or arrange for a Permitted Transferee to fund (or, if all other non-Delinquent Partners waive their rights under this Section 5.10, to arrange for any other Person who agrees to become a Limited Partner to fund) all or any portion of the Delinquent Partner’s Required Contribution as a Capital Contribution pursuant to this Section 4.55.10. If a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each of the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 5.10 (the “NDP NDM Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners Partner shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, at the Partnership election of the participating non-Delinquent Partners holding a majority of the aggregate Percentage Interests of all participating non-Delinquent Partners, either: (i) the Limited Partner Interest, Percentage Interest and Percentage Interest Units of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions); provided, however, that if (A) such funding is in connection with a Unilateral Capital Contribution Event or a Capital Contribution Event in which at least one director designated by EXCO and one director designated by Harbinger voted in favor thereof and (B) the Harbinger Member (as defined in the GP LLC Agreement) has not exercised the Full Special Committee Control Rights (as defined in the GP LLC Agreement), then in addition to the dilutive effect caused by one or more Limited Partners funding the Delinquent Partner’s portion of such Required Contribution as set forth in this Section 5.10, (1) the Percentage Interest and Units of such Delinquent Partner shall also be decreased by the Dilution Percentage, and (2) the aggregate Percentage Interest and Units of the participating non-Delinquent Partner(s) who funded such Required Contribution on behalf of such Delinquent Partner shall be increased by the same amount on the same pro rata basis as such participating non-Delinquent Partner(s) funded such Required Contribution; or (ii) the Partnership shall issue to each participating non-Delinquent Partner newly created, non-voting preferred Additional Interests (the “NDM Interests”). The NDM Interests received by each funding non-Delinquent Partner shall (A) have an aggregate capital account (an “NDM Capital Account”) equal to such non-Delinquent Partner’s NDM Amount and (B) be entitled to receive distributions prior to all other Equity Interests in the Partnership until the related NDM Capital Account has been reduced to zero. For the avoidance of doubt, an NDM Interest shall not entitle the holder thereof to any distributions (whether operating, special, liquidating or otherwise) from the Partnership after the related NDM Capital Account has been reduced to zero. NDM Interests shall be non-voting Equity Interests in the Partnership. (c) Notwithstanding anything in this Section 4.5 5.10 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP NDM Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP NDM Amount to the date that the Delinquent Partner Member makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii5.10(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner Member that is a participating non-Delinquent Partner the NDP NDM Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b5.10(b), (B) second, the respective Capital Accounts and Accounts, Percentage Interests and Units of the Partners Partners, and any issuances or Transfers of Units of the Partners, shall be adjusted with all necessary increases or decreases (in the case of any issuances or Transfers of Units, at the initial price of issuance of such Units) to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and 5.10(b), (C) third, all NDM Interests, if any, issued pursuant to Section 5.10(b)(ii) shall be cancelled and (D) fourth, the Percentage Interest and Partnership Interests Units of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant as required above, the Delinquent Partner shall no longer be deemed to this Section 4.5(c) or (ii) be in default with respect to the unfunded Required Contribution. If the default is remedied by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b)as set forth above, the Delinquent Partner shall no longer be deemed to be a Delinquent Partner in default with respect to the unfunded Required Contribution.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute all or any portion of a Required Contribution that such Partner (a “Delinquent Partner”) is required to make as provided in this Agreement, then, while such Partner is a Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any portion of the Delinquent Partner’s Required Contribution as a Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each of the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion amount that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the delinquent amount of such Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then subject to the Act and other applicable law, (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contribution.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to Member does not contribute by the time required all or any portion of a Required Contribution capital contribution that such Partner Member (a “"Delinquent Partner”Member") is required to make as provided in this LLC Agreement, thenthe Company (by vote of at least a majority of the Percentage Interests remaining after excluding the Percentage Interest of the Delinquent Member) may exercise, while on written notice to such Partner is a Delinquent PartnerMember, each non-Delinquent Partner the following remedy: (i) permitting the other Members in proportion to their Membership Interest or in such other percentages as they may agree (but shall have no obligation to) elect the "Lending Member," whether one or more), to fund all or any advance the portion of the Delinquent Partner’s Required Contribution Member's capital contribution that is in default, with the following results: (1) the sum advanced constitutes a loan from the Lending Member to the Delinquent Member and a capital contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement; (2) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") is due and payable in whole on the tenth Business Day after the day written demand requesting payment of the Obligation is made by the Lending Member to the Delinquent Member; (3) the amount lent bears interest at the Default Interest Rate from the date on which the advance is deemed made until the date that the loan, together with all interest accrued thereon and all costs and expenses associated therewith ("Loan Costs"), is repaid to the Lending Member; (4) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the Obligation and any Loan Costs have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest, second to Loan Costs, and finally to principal); (5) the payment of the Obligation and Loan Costs is secured by a security interest in the Delinquent Member's Membership Interest, as a Capital Contribution more fully set forth in Section 4.06(c); and (6) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Section 4.5. If Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings and exercising the rights of a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each secured party under the Uniform Commercial Code of the other non-State of Delaware) that the Lending Member may deem appropriate to obtain payment from the Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such fundingMember of the Obligation and all Loan Costs. (b) The portion that each participating non-If a Delinquent Partner may fund as Member does not pay the Obligation and Loan Costs when due, or if no Member is willing to become a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fractionLending Member, the numerator Company (by vote of which shall be at least a majority of the Percentage Interest then remaining after excluding the Percentage Interest of the Delinquent Member) may exercise, on written notice to such Delinquent Member, one or more of the following remedies: (i) taking such action (including, without limitation, court proceedings) as the Company may deem appropriate to obtain payment by the Delinquent Member of the portion of the Delinquent Member's capital contribution that is in default, along with the costs and expenses associated with the collection of such Delinquent Member's capital contribution; (ii) exercising any other rights and remedies available at law or in equity; or (iii) the other Members (by affirmative vote of at least a majority of the Membership Interest held by such participating nonother Members) may elect to make any such unpaid capital contributions to the Company and adjust the Percentage Interest for each Member to equal the percentage obtained by dividing (A) the Target Amount, plus all pro-Delinquent Partner rata capital contributions (as described in Section 4.02 of this LLC Agreement) by such Member (including any capital contributions made by such Member under this Section), plus such Member's pro-rata share of the Company's earnings before interest, income taxes, depreciation and amortization (calculated as of the end of the most recent month), less all pro-rata distributions (as described in Section 5.01(a) and the denominator pro-rata distribution portion of which Section 5.02(c) of this LLC Agreement) to such Member by (B) three times the Target Amount, plus all pro-rata capital contributions (as described in Section 4.02 of this LLC Agreement) by the Members (including any capital contributions made by the Members under this Section), plus the Company's earnings before interest, income taxes, depreciation and amortization (calculated as of the end of the most recent month), less all pro-rata distributions (as described in Section 5.01(a) and the pro-rata distribution portion of Section 5.02(c) of this LLC Agreement) to the Members. This formula shall be apply only to such items described in subsections (A) and (B) of this Section 4.06(b)(iii) that have occurred since the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions)Commencement Date. (c) Notwithstanding anything in this Section 4.5 Each Member grants to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) Company and paying to each participating non-Delinquent Partner an amount equal Lending Member with respect to its respective NDP Amount multiplied any Obligation and Loan Costs owed to such Lending Member by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If Member as a Delinquent Partner cures its delinquency Member pursuant to Section 4.5(c)(ii) 4.06(a)(i), as security, equally and ratably, a security interest in its Membership Interest and the proceeds thereof, all under the Uniform Commercial Code of the State of Delaware. The security interest secures the payment of all capital contributions such Member has agreed to make and the payment of any Obligation and Loan Costs owed to a Lending Member by making such Member as a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded Member pursuant to Section 4.5(b4.06(a)(i), (B) second. On any default in the payment of a capital contribution or in the payment of any Obligation or Costs, the respective Capital Accounts Company or the Lending Member, as applicable, is entitled to all the rights and Percentage Interests remedies of a secured party under the Uniform Commercial Code of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application State of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Delaware with respect to the unfunded Required Contributionsecurity interest granted in this Section 4.06(c). Each Member shall execute and deliver to the Company and the Lending Member, as applicable, all financing statements and other instruments that the Company or the Lending Member, as applicable, may request to effectuate and carry out the preceding provisions of this Section 4.06(c). At the option of the Company or Lending Member, as applicable, this LLC Agreement or a carbon, photographic, or other copy thereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the “Non-Contributing Member”), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent PartnerNon-Contributing Member’s Required Capital Contribution that is in default, together with interest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Contributing Member; (ii) permitting the other Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the “Lending Member,” whether one or more), to advance the portion of the Non-Contributing Member’s Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Non-Contributing Member and a Capital Contribution of that sum to the Company by the Non-Contributing Member pursuant to the applicable provisions of this Agreement, (B) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued on it is secured by a security interest in the Non-Contributing Member’s Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Section 4.5. If a nonAgreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.03(b); or (iv) exercising any other nonrights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Delinquent PartnersContributing Member, who and the other Members shall have five (5) days thereafter the rights set forth in Article 9 with respect to elect to participate in such fundingDefault. (b) The portion Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that each participating nonMember as a Non-Delinquent Partner may fund Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code of the State of Delaware. On any default in the payment of a Capital Contribution pursuant to this Section 4.5 (or in the “NDP Amount”) shall be equal to the product of (x) the delinquent amount payment of such Required Contribution multiplied by (y) a fractionloan or interest accrued on it, the numerator of which shall be Company or the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; providedLending Member, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amountas applicable, the fully participating non-Delinquent Partners shall be is entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as all the rights and remedies of a Capital Contribution, secured party under the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests Uniform Commercial Code of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application State of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Delaware with respect to the unfunded Required Contributionsecurity interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the "Non-Contributing Member"), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent Partner’s Required Non-Contributing Member's Capital Contribution that is in default, together with interest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Contributing Member; (ii) permitting the other Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the "Lending Member, " whether one or more), to advance the portion of the Non-Contributing Member's Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Non-Contributing Member and a Capital Contribution of that sum to the Company by the Non-Contributing Member pursuant to the applicable provisions of this Agreement, (B) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Section 4.5. If a nonAgreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.03(b); or (iv) exercising any other nonrights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Delinquent PartnersContributing Member, who and the other Members shall have five (5) days thereafter the rights set forth in Article 9 with respect to elect to participate in such fundingDefault. (b) The portion Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that each participating nonMember as a Non-Delinquent Partner may fund Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code of the State of Delaware. On any default in the payment of a Capital Contribution pursuant to this Section 4.5 (or in the “NDP Amount”) shall be equal to the product of (x) the delinquent amount payment of such Required Contribution multiplied by (y) a fractionloan or interest accrued on it, the numerator of which shall be Company or the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; providedLending Member, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amountas applicable, the fully participating non-Delinquent Partners shall be is entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as all the rights and remedies of a Capital Contribution, secured party under the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests Uniform Commercial Code of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application State of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Delaware with respect to the unfunded Required Contributionsecurity interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the “Non-Contributing Member”), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent PartnerNon-Contributing Member’s Required Capital Contribution that is in default, together with interest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Contributing Member; (ii) in the case of Capital Contributions other than DPC Contributed Shares or NRG Contributed Shares, permitting the other Members (the “Lending Members”), to advance the portion of the Non-Contributing Member’s Capital Contribution that is in default (in proportion to their respective ownership interests or as they may otherwise agree), with the following results: (A) the sum advanced constitutes a loan from the Lending Members to the Non-Contributing Member and a Capital Contribution of that sum to the Company by the Non-Contributing Member pursuant to the applicable provisions of this Agreement, (B) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Members to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Members, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Members until the loan and all interest accrued on it have been paid in full to the Lending Members (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued on it is secured by a security interest in the Non-Contributing Member’s Membership Interest, as more fully set forth in Section 4.02(b), and (F) the Lending Members have the right, in addition to the other rights and remedies granted to them pursuant to this Section 4.5. If a nonAgreement or available to them at Law or in equity, to take any action (including court proceedings) that the Lending Members may deem appropriate to obtain payment by the Non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.02(b); or (iv) exercising any other nonrights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Delinquent PartnersContributing Member, who and the other Members shall have five (5) days thereafter the rights set forth in Article 9 with respect to elect to participate in such fundingDefault. (b) The portion Each Member grants to the Company, and to each Lending Member with respect to any loans made by a Lending Member to that each participating nonMember as a Non-Delinquent Partner may fund Contributing Member pursuant to Section 4.02(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.02(a)(ii), a security interest in and a general lien on its Membership Interests and the proceeds thereof, all under the Uniform Commercial Code of the State of Delaware. On any default in the payment of a Capital Contribution pursuant to this Section 4.5 (or in the “NDP Amount”) shall be equal to the product of (x) the delinquent amount payment of such Required Contribution multiplied by (y) a fractionloan or interest accrued on it, the numerator of which shall be Company or the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; providedLending Members, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amountas applicable, the fully participating non-Delinquent Partners shall be are entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as all the rights and remedies of a Capital Contribution, secured party under the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests Uniform Commercial Code of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application State of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Delaware with respect to the unfunded Required Contributionsecurity interest granted in this Section 4.02(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Members may request to effectuate and carry out the preceding provisions of this Section 4.02(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Partner fails Member is in Default as a result of its failure to contribute all or any portion of a Required Contribution that such Partner Member (a “Delinquent PartnerMember”) is required to make as provided in this Agreement, then, while such Partner Member is a Delinquent PartnerMember, each the non-Delinquent Partner Member may (but shall have no obligation to) elect to fund all or any portion advance the entire amount of the Delinquent PartnerMember’s Required Contribution that is in Default, in which case the Membership Interests and Percentage Interest of each Member shall be adjusted to equal the amount (expressed as a percentage) determined by dividing the total Capital Contribution Contributions made by such Member by the total Capital Contributions made by both Members; provided, however, that the Delinquent Member may cure such delinquency by contributing its Percentage Interest share (prior to any adjustment pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund 7.2(a)) of such amountRequired Contribution, such non-Delinquent Partner shall so notify each of plus interest at the other non-Delinquent PartnersDefault Interest Rate, who shall have five within fifteen (515) days thereafter after the date on which such Required Contribution was initially due, and such Delinquent Member’s Membership Interest and Percentage Interest shall be restored as if an adjustment pursuant to elect to participate in such fundingthis Section 7.2(a) had never been made. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant If either Member fails to this Section 4.5 (the “NDP Amount”) shall be equal make any Required Contribution, then, in addition to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything rights granted elsewhere in this Section 4.5 to the contrary7.2, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) Company and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant Member shall each have the right to Section 4.5(b), exercise the Delinquent Partner shall no longer be deemed to be a Delinquent Partner following remedies with respect to the unfunded Delinquent Member: (i) the Company or the non-Delinquent Member may at any time take such action (including instigating court Actions) as the Company or the non-Delinquent Member may deem appropriate to obtain payment by the Delinquent Member of the portion of the Delinquent Member’s Required ContributionContribution that is in Default, along with all costs and expenses associated with the collection thereof; and (ii) the Company or the non-Delinquent Member may at any time exercise any other rights and remedies available under this Agreement or at law or in equity.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the "Non-Contributing Member"), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent Partner’s Required Non-Contributing Member's Capital Contribution that is in default, together with interest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Contributing Member; (ii) permitting the other Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the "Lending Member," whether one or more), to advance the portion of the Non-Contributing Member's Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Non-Contributing Member and a Capital Contribution of that sum to the Company by the Non-Contributing Member pursuant to the applicable provisions of this Agreement, (B) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Section 4.5. If a nonAgreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code, as more fully set forth in Section 4.03(b); or (iv) exercising any other nonrights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Delinquent PartnersContributing Member, who and the other Members shall have five (5) days thereafter the rights set forth in Article 9 with respect to elect to participate in such fundingDefault. (b) The portion Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that each participating nonMember as a Non-Delinquent Partner may fund Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code. On any default in the payment of a Capital Contribution pursuant to this Section 4.5 (or in the “NDP Amount”) shall be equal to the product of (x) the delinquent amount payment of such Required Contribution multiplied by (y) a fractionloan or interest accrued on it, the numerator of which shall be Company or the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; providedLending Member, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amountas applicable, the fully participating non-Delinquent Partners shall be is entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as all the rights and remedies of a Capital Contribution, secured party under the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Uniform Commercial Code with respect to the unfunded Required Contributionsecurity interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to Member does not contribute by the time required all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe Company may exercise, while on notice to that Member (the “Delinquent Member”), one or more of the following remedies: (i) taking such Partner is a action (including, without limitation, court proceedings) as the Manager may deem appropriate to obtain payment by the Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Member of the portion of the Delinquent PartnerMember’s Required Capital Contribution that is in default, together with interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Delinquent Member; (ii) permitting the other Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the “Lending Member”, whether one or more), to advance the portion of the Delinquent Member’s Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, (B) The principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth day after written demand therefore by the Lending Member to the Delinquent Member, (C) the amount lent bears interest at the Default Interest Rate from the day that the advance is deemed made until the date that the loan together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued on it is secured by a security interest in the Delinquent Member’s Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Section 4.5. If a non-Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings) that the Lending Member may deem appropriate to obtain payment by the Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Delinquent Member; (iii) exercising the rights of a secured party under Chapter 697, Florida Statutes as more fully set forth in Section 4.03(b); or (iv) exercising any other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate rights and remedies available at law or in such fundingequity. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal Each Member grants to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fractionCompany, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Lending Member with respect to any loans made by the unfunded Required Contribution.Lending Member to that Member as a Delinquent Member pursuant to

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the "Non-Contributing Member"), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent Partner’s Required Non-Contributing Member's Capital Contribution that is in default, together with interest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Contributing Member; (ii) permitting the other Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the "Lending Member," whether one or more), to advance the portion of the Non-Contributing Member's Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Non-Contributing Member and a Capital Contribution of that sum to the Company by the Non-Contributing Member pursuant to the applicable provisions of this Agreement, (B) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Section 4.5. If a nonAgreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.03(b); or (iv) exercising any other nonrights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Delinquent PartnersContributing Member, who and the other Members shall have five (5) days thereafter the rights set forth in Article 9 with respect to elect to participate in such fundingDefault. (b) The portion Subject and subordinate to the rights of any creditor of the Company under the Loan Documents, each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that each participating nonMember as a Non-Delinquent Partner may fund Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code. On any default in the payment of a Capital Contribution pursuant to this Section 4.5 (or in the “NDP Amount”) shall be equal to the product of (x) the delinquent amount payment of such Required Contribution multiplied by (y) a fractionloan or interest accrued on it, the numerator of which shall be Company or the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; providedLending Member, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amountas applicable, the fully participating non-Delinquent Partners shall be is entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as all the rights and remedies of a Capital Contribution, secured party under the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests Uniform Commercial Code of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application State of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Delaware with respect to the unfunded Required Contributionsecurity interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the "Non-Contributing Member"), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent Partner’s Required Non-Contributing Member's Capital Contribution that is in default, together with interest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Contributing Member; (ii) permitting the other Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the "Lending Member, " whether one or more), to advance the portion of the Non-Contributing Member's Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Non-Contributing Member and a Capital Contribution of that sum to the Company by the Non-Contributing Member pursuant to the applicable provisions of this Agreement, (B) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Section 4.5. If a non-Delinquent Partner so desires Agreement or available to fund such amountit at Law or in equity, such non-Delinquent Partner shall so notify each to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non- Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.03(b); or (iv) exercising any other nonrights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Delinquent PartnersContributing Member, who and the other Members shall have five (5) days thereafter the rights set forth in Article 9 with respect to elect to participate in such fundingDefault. (b) The portion Subject and subordinate to the rights of any creditor of the Company under the Loan Documents, each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that each participating nonMember as a Non-Delinquent Partner may fund Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code of the State of Delaware. On any default in the payment of a Capital Contribution pursuant to this Section 4.5 (or in the “NDP Amount”) shall be equal to the product of (x) the delinquent amount payment of such Required Contribution multiplied by (y) a fractionloan or interest accrued on it, the numerator of which shall be Company or the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; providedLending Member, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amountas applicable, the fully participating non-Delinquent Partners shall be is entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as all the rights and remedies of a Capital Contribution, secured party under the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests Uniform Commercial Code of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application State of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Delaware with respect to the unfunded Required Contributionsecurity interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to Member does not contribute by the time required all or any portion of a Required Capital Contribution that such Partner Member (a “the "Delinquent Partner”Member") is required to make as provided in this Agreement, thenany one or more non-Delinquent Members may advance the entire amount of the Delinquent Member's Capital Contribution that is in Default, while such Partner is a Delinquent Partner, with each non-Delinquent Partner Member electing to participate making its share of such advance in proportion to its Membership Interest or in such other percentages as the participating Members may (but agree. Each non-Delinquent Member who makes such an advance on behalf of a Delinquent Member shall have no obligation tothe right to designate the extent to which such advance will (x) elect constitute a loan to fund all the Delinquent Member and/or (y) result in an immediate adjustment of the Membership Interests of the Delinquent Member and the non-Delinquent Member making such election; provided, however, that if the advancing non-Delinquent Member does not notify the Company of its election to have all, or any portion of such advance treated as a loan to the Delinquent Partner’s Required Contribution as a Capital Contribution pursuant to this Section 4.5. If a Member, in writing, at the time the advance is made then such advance shall automatically result in an immediate adjustment of the Membership Interests: (i) To the extent one or more non-Delinquent Partner so desires Members does not elect to fund have an advance pursuant to Section 4.3(a) treated as a loan to the Delinquent Member, or affirmatively elects to have such amountadvance result in an adjustment of the Membership Interests, the Company shall automatically adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. Notwithstanding the foregoing, the Delinquent Member shall have the right to re-acquire the interest in question from the advancing non-Delinquent Member within 30 days following the date on which such Membership Interest adjustment is made by paying the entire amount advanced by such non-Delinquent Partner shall so notify each of Member in return for such adjustment, plus twelve percent (12%) per annum. (ii) To the other extent one or more non-Delinquent PartnersMembers (the "Lending Member," whether one or more) does elect to have an advance pursuant to Section 4.3(a) constitute a loan to the Delinquent Member, who such advance shall have five (5) days thereafter the following results: 1. the sum advanced shall constitute a loan from the Lending Member to elect to participate in such funding. (b) The portion that each participating non-the Delinquent Partner may fund as Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Section 4.5 Agreement, 2. the principal balance of the loan and all accrued unpaid interest thereon (collectively, the “NDP Amount”"Obligation") shall be equal to due and payable in whole on the product of (x) tenth Business Day after the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests written demand requesting payment of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contribution.Obligation

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the "Non-Contributing Member"), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent Partner’s Required Contribution as a Non-Contributing Member's Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amountthat is in default, such non-Delinquent Partner shall so notify each of together with interest thereon at the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following Default Rate from the date that the participating nonCapital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Partner(sContributing Member; (ii) satisfied permitting the Required Contributionother Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the "Lending Member, by making " whether one or more), to advance the portion of the Non-Contributing Member's Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Non-Contributing Member and a Capital Contribution of that sum to the Partnership in an amount equal Company by the Non-Contributing Member pursuant to the Required Contribution applicable provisions of this Agreement, (a “Make-Up Contribution”B) the principal balance of the loan and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to Day that the advance is deemed made until the date that the Delinquent Partner makes its Makeloan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Up Contribution Contributing Member (whether before or after dissolution of the “Default Interest Amount”Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal). If , (E) the payment of the loan and interest accrued on it is secured by a Delinquent Partner cures its delinquency pursuant to security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b4.03(b), and (BF) secondthe Lending Member has the right, in addition to the respective Capital Accounts other rights and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases remedies granted to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution it pursuant to this Section 4.5(cAgreement or available to it at Law or in equity, to take any action (including court proceedings) or (ii) by funding that the Lending Member may deem appropriate to obtain payment by the nonNon-Delinquent Partner(sContributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as a Capital Contribution pursuant to more fully set forth in Section 4.5(b4.03(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the Delinquent Partner failure to make such contributions shall no longer be deemed to be constitute a Delinquent Partner Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to such Default. Account of the unfunded Required ContributionDisposing Member that is attributable to such Membership Interest shall carry over to the Assignee in accordance with the provisions of Treasury Regulation Section 1.704-1 (b)(2)(iv)(l).

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute all or any portion A. Upon the failure of a Required Contribution that such Partner Common Member (a “Delinquent PartnerNon-Contributing Member”), for a period in excess of ten (10) is required days, to make its share of any required capital contribution under Section 3.2 (the portion thereof not contributed by such Non-Contributing Member being referred to herein as provided the “Deficiency”), then the other Common Members (as applicable, a “Contributing Member” or “Contributing Members”), may each, in this Agreement, then, while such Partner is a Delinquent Partner, each non-Delinquent Partner may its sole and absolute discretion within ten (but shall have no obligation to10) elect to fund all or any portion days after the expiration of the Delinquent Partnerforegoing ten (10) day period, in proportion to their Common Percentages or in such other percentages as they may agree, (1) loan to the Non-Contributing Member the Deficiency by depositing the same into the Operating Accounts, or (2) contribute to the Company the Deficiency by depositing the same into the Operating Accounts, which contribution shall reduce the Non-Contributing Member’s Required Contribution as a Capital Contribution Common Percentage pursuant to this Section 4.5. subsection D below. B. If a Contributing Member proceeds under clause (1) of subsection A above, then any amounts funded by a Contributing Member shall be treated as (i) a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each of the other non-Delinquent Partners, who shall have five recourse loan (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be called a “Default Loan”) bearing interest at the Percentage Interest then held “Default Rate” (which, as used herein, means, from time to time, the greater of (A) 20% per annum, compounded annually, or (B) 10% per annum in excess of the prime rate of interest publicly announced by Citibank, N.A., compounded annually, but not less than 15% per annum, compounded annually, but not more than the maximum amount allowable under applicable law), followed by (ii) a capital contribution by such participating nonNon-Delinquent Partner and Contributing Member to the denominator Company. Notwithstanding the provisions of Section 4.1, all distributions which would otherwise be made to the Non-Contributing Member shall be paid to the aggregate Percentage Interest held Contributing Members that made Default Loans (in proportion to the total Default Loans made by each Contributing Member to such Non-Contributing Member) until the Default Loans (and all interest thereon) have been paid in full. Any such participating nonpayments and distributions shall be deemed to have been distributed to the Non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation Contributing Member and then turned over in payment of such amount, the fully participating non-Delinquent Partners Default Loan. All payments shall be entitled applied first to take up such shortfall interest and then to principal. C. If a Default Loan (allocatedincluding all interest thereon) is made to ESC, it shall be due and payable within ten (10) days and if it is not fully paid when due (i.e., within ten (10) days), then an event shall be deemed to have occurred under Section 7.2A(2) entitling BREA to deliver a “Termination Notice” (as necessary, based on their respective Percentage Interestshereinafter defined). Upon Notwithstanding the foregoing, BREA shall not be permitted to deliver a Termination Notice with respect to a Default Loan that results from a Contribution Request made upon BREA’s decision pursuant to its rights under Section 5.1.C, unless such funding as a Capital ContributionContribution Request is made in connection with an emergency or for necessary capital contributions (e.g., to meet the Partnership Interest and Percentage Interest requirements of each Partner shall be appropriately adjusted any Project Financing, to reflect all such funding (based on total Capital Contributionspay any applicable taxes, to prevent physical waste to any Property). D. If any Contributing Member proceeds under clause (c2) Notwithstanding anything in this Section 4.5 to of subsection A above, then the contrary, Common Percentages of the Delinquent Partner may cure Common Members shall be recalculated and reset as of such delinquency (i) by contributing its Required Contribution prior to time based upon the Capital Contribution being ratio of all contributions made by another Partner or (ii) on or before a Common Member to all contributions made by all of the sixtieth (60th) day following Common Members. Notwithstanding the date that the participating non-Delinquent Partner(s) satisfied the Required Contributionforegoing, however, any capital contributions which are made by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency ESC pursuant to Section 4.5(c)(ii3.5 and are attributable to distributions under the “Promote Clauses” (as hereinafter defined) by making a Make-Up Contribution and paying shall not be considered as capital contributions for purposes of the Default Interest Amount, then (A) firstforegoing calculation. To the extent that the Common Percentage of ESC is reduced under this subsection D, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to percentages set forth in clause (2) of Section 4.5(b)4.1C, clause (B2) second, the respective Capital Accounts of Section 4.1D and Percentage Interests clause (2) of the Partners Section 4.1E shall be adjusted with all necessary increases or decreases to return reduced in the Partners’ Capital Accounts same proportion (as the proportionate reduction in ESC’s Common Percentage) and Percentage Interests status quo ante application the corresponding percentages in clause (1) of Section 4.5(b4.1C, clause (1) of Section 4.1D and clause (C1) third, the Percentage Interest and Partnership Interests of each Partner Section 4.1E shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contributionincreased accordingly.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the "Non-Contributing Member"), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent Partner’s Required Non-Contributing Member's Capital Contribution that is in default, together with interest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Contributing Member; (ii) permitting the other Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the "Lending Member," whether one or more), to advance the portion of the Non-Contributing Member's Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Non-Contributing Member and a Capital Contribution of that sum to the Company by the Non-Contributing Member pursuant to the applicable provisions of this Agreement, (B) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Section 4.5. If a non-Delinquent Partner so desires Agreement or available to fund such amountit at Law or in equity, such non-Delinquent Partner shall so notify each to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non- Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code, as more fully set forth in Section 4.03(b); or (iv) exercising any other nonrights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Delinquent PartnersContributing Member, who and the other Members shall have five (5) days thereafter the rights set forth in Article 9 with respect to elect to participate in such fundingDefault. (b) The portion Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that each participating nonMember as a Non-Delinquent Partner may fund Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code. On any default in the payment of a Capital Contribution pursuant to this Section 4.5 (or in the “NDP Amount”) shall be equal to the product of (x) the delinquent amount payment of such Required Contribution multiplied by (y) a fractionloan or interest accrued on it, the numerator of which shall be Company or the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; providedLending Member, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amountas applicable, the fully participating non-Delinquent Partners shall be is entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as all the rights and remedies of a Capital Contribution, secured party under the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Uniform Commercial Code with respect to the unfunded Required Contributionsecurity interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. If either the IMC Partner (aor, during the IMC GPCo Liquidation Period, either of Operations or IMC GPCo) If a or the FRP Partner fails (in any such case, the "Non-Contributing Partner") fails, in whole or in part, to contribute all make any cash contribution or defaults, in whole or in part, in any portion other obligation to pay money under this Agreement within fifteen (15) days of giving of a Required Contribution that such Partner (a “Delinquent Partner”) is required to make as provided in this Agreement, then, while such Partner is a Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any portion of the Delinquent Partner’s Required Contribution as a Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each due notice by either of the other nonPartners to the Non-Delinquent PartnersContributing Partner that such cash contribution is due or that the Non-Contributing Partner has defaulted in any other such obligation hereunder, who the IMC Partner (with respect to circumstances in which the FRP Partner is the Non- Contributing Partner) or the FRP Partner (with respect to circumstances in which the IMC Partner (or, during the IMC GPCo Liquidation Period, either of Operations or IMC GPCo) is the Non-Contributing Partner), as the case may be (in either such case, the "Contributing Partner"), shall have the right to advance directly to the Partnership such additional cash contribution, or portion thereof, or such other payment of money, or portion thereof, as the Non-Contributing Partner has failed to make or defaulted on (the "Non-Contributing Partner's Share"), and such advance, together with a proportionate amount of the corresponding cash contribution or other payment, if any, made by such Contributing Partner, shall be deemed a loan by the Contributing Partner to the Partnership (the "Partner Loan"). A Partner Loan shall bear interest at the rate equal to the lower of: (i) the maximum rate allowed by law; or (ii) five (5) days thereafter percentage points over the Prime Rate. The Partner Loan shall be recouped and otherwise repaid from all funds which would otherwise have been available to elect make distributions which the Partners would otherwise be entitled to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to receive from the Partnership but for this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction3.03, the numerator all of which shall instead be paid by the Percentage Interest then held by such participating non-Delinquent Partnership to the Contributing Partner and applied to the denominator payment of which the Partner Loan and all interest thereon, until the same shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; providedhave been paid in full. It is understood, however, that if to the extent the principal and interest of a Partner Loan are not repaid in full by the Partnership from all funds which would otherwise have been available to make distributions (including any participating non-Delinquent Partner elects distributions pursuant to fund less than its full allocation of such amountSection 12.07(b)) to the Partners, the fully participating nonNon-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Contributing Partner shall be appropriately adjusted obligated to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in repay an amount equal to the Required Contribution (a “MakeNon-Up Contribution”) Contributing Partner's Share of the outstanding balance of the principal and paying interest of such Partner Loan upon commencement of the winding up of the Partnership in accordance with Section 12.02. Any amount which would otherwise have been available to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period make distributions from the date Partnership that is applied to any Partner Loan shall be credited first to any interest then due on such participating non-Delinquent Partner funded its NDP Amount Loan, and the balance of the distribution shall be credited against the outstanding principal balance of such Partner Loan. The exercise of the right to the date make a Partner Loan shall be in addition to any other rights or remedies that the Delinquent Contributing Partner makes its Makemay have under this Agreement or at law or in equity arising from the Non-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied Contributing Partner's (i) by failure to make the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) required cash contribution or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant default in any other obligation to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contributionpay money.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the “Non-Contributing Member”), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent PartnerNon-Contributing Member’s Required Contribution as a Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amountthat is in default, such non-Delinquent Partner shall so notify each of together with interest thereon at the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following Default Rate from the date that the participating nonCapital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Partner(sContributing Member; (ii) satisfied permitting the Required Contributionother Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the “Lending Member,” whether one or more), by making to advance the portion of the Non-Contributing Member’s Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Non-Contributing Member and a Capital Contribution of that sum to the Partnership in an amount equal Company by the Non-Contributing Member pursuant to the Required Contribution applicable provisions of this Agreement, (a “Make-Up Contribution”B) the principal balance of the loan and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to Day that the advance is deemed made until the date that the Delinquent Partner makes its Makeloan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Up Contribution Contributing Member (whether before or after dissolution of the “Default Interest Amount”Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal). If , (E) the payment of the loan and interest accrued on it is secured by a Delinquent Partner cures its delinquency pursuant to security interest in the Non-Contributing Member’s Membership Interest, as more fully set forth in Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b4.02(b), and (BF) secondthe Lending Member has the right, in addition to the respective Capital Accounts other rights and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases remedies granted to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution it pursuant to this Section 4.5(cAgreement or available to it at Law or in equity, to take any action (including court proceedings) or (ii) by funding that the Lending Member may deem appropriate to obtain payment by the nonNon-Delinquent Partner(sContributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as a Capital Contribution pursuant to more fully set forth in Section 4.5(b4.02(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the Delinquent Partner failure to make such contributions shall no longer be deemed to be constitute a Delinquent Partner Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to the unfunded Required Contributionsuch Default.

FAILURE TO CONTRIBUTE. (a) If In the event that any Capital Member (each, a Partner “Non-Contributing Member”) fails to contribute timely make some or all of any Capital Contribution required to be made by such Capital Member pursuant to Section 3.4 (or any portion fails to post a Letter of a Required Credit in the amount of such Capital Contribution that in circumstances where such Partner posting would satisfy the Capital Member’s obligations under the Funding Notice) (in each case, a “Delinquent PartnerShortfall Amount”) is required to make as provided in this Agreement), then, while and such Partner is failure continues for a Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any portion period of the Delinquent Partner’s Required Contribution as a Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each of the other non-Delinquent Partners, who shall have five (5) days thereafter Business Days after receipt by such Non-Contributing Member of written notice from any other Capital Member specifying such failure, then DLJMB (in the case that the Non-Contributing Member is a Morgans Party) or Morgans Co. (in the case that the Non-Contributing Member is a DLJMB Party) may, in its sole discretion, take, or cause a DLJMB Party or Morgans Party, respectively, to elect take, any of the following actions (the Person taking such action or caused to participate take such action being the “Contributing Member”): (i) make additional Capital Contributions (or post a Letter of Credit in lieu thereof, if permitted) (“Shortfall Contributions”) equal to some or all of the Shortfall Amount (in which case, subject to the receipt of all approvals required under Gaming Regulations (to the extent applicable at such fundingtime), the relative Percentage Interests of the Capital Members shall be adjusted pursuant to Section 3.5(d)); (ii) loan to the Company some or all of the Shortfall Amount (a “Company Loan”), provided that: (i) the sums thus advanced shall be deemed to be demand recourse loans from the Contributing Member to the Non-Contributing Member and a contribution of such sums to the Company by the Non-Contributing Member; (ii) such loans shall bear interest at the rate of interest equal to LIBOR, plus six percent (6%) per annum, (provided, however, that if at any time the interest rate provided for herein (the “Note Rate”) exceeds the Maximum Rate, the Note Rate shall be limited to the Maximum Rate, but any subsequent reductions in the Note Rate (i.e., by reason of a reduction in the LIBOR) shall not reduce the rate of interest accruing hereunder below the Maximum Rate until such time as the total amount of interest accrued and paid on such loan equals the amount that would have accrued on such loan if the Note Rate had at all times been in effect), from the date that the advance was made until the date that such advance, together with any reasonable costs and expenses incurred by the Company as a result of the Non-Contributing Member’s failure to contribute, and together with all interest accrued thereon, is repaid to the Contributing Member and the Company, as appropriate; (iii) unless otherwise paid, the repayment of such Company Loan shall be made from any distribution or reimbursement from the Company otherwise to be made to the Non-Contributing Member before any distribution or reimbursement is made to the Non-Contributing Member during the existence of the Company or after dissolution; and (iv) all such repayments shall be first applied to any reasonable costs and expenses incurred by the Company as a result of the Non-Contributing Member’s failure to contribute, then to interest earned and unpaid on the advance, and then to principal; and (iii) if a DLJMB Party is a Contributing Member, DLJMB may secure New Financing and/or New Equity for the Company pursuant to Section 3.9. (b) The portion that No right, power or remedy conferred upon any Capital Member (other than the Non-Contributing Member) in this Section 3.5 shall be exclusive, and each participating nonsuch right, power or remedy shall be cumulative and in addition to every other right, power or remedy whether conferred in this Section 3.5, Article 11, pursuant to any other provision of this Agreement, or now or hereafter available at law or in equity or by statute or otherwise. In addition, and notwithstanding anything to the contrary in Section 11.1(c), if such failure of the Non-Delinquent Partner Contributing Member to make the required Capital Contribution continues for a period of ninety (90) days following notice thereof given by the Contributing Member to the Non-Contributing Member, and the Contributing Member has not theretofore made a Shortfall Contribution or delivered a Conversion Notice pursuant to Section 3.5(c) below with respect to such Capital Contribution, then (and only in such event) the Contributing Member may fund treat the failure of the Non-Contributing Member to make the required Capital Contribution as an Event of Default, and the Non-Contributing Member as a Defaulting Member, under Section 11.1(c). (c) Provided that the Contributing Member has not elected to treat the failure of the Non-Contributing Member to make the required Capital Contribution (or failure to post a Letter of Credit in circumstance where such posting would satisfy the Capital Members’ obligations under the Capital Call Notice) as an Event of Default pursuant to Section 3.5(b) above, then with respect to any Company Loan made in connection with a Shortfall Amount, in the event that a Contributing Member shall have made a Company Loan and the Company Loan (plus all accrued and unpaid interest thereon) shall not have been repaid in full (either by the Non-Contributing Member or by the Company out of distributions to which the Non-Contributing Member would otherwise be entitled) within ninety (90) days after the making of such Company Loan, any Contributing Member may, by delivering a notice (the “Conversion Notice”) to the Non-Contributing Member at any time after the expiration of such ninety (90) day period, elect to terminate such Company Loan, convert the Company Loan to equity and have the Non-Contributing Member’s Percentage Interest reduced as set forth in clause (d) below; provided, however, that the Non-Contributing Member shall have the right during the ten (10) day period following the delivery by the Contributing Member of the Conversion Notice to repay in full the Company Loan or the unpaid portion thereof (together with all accrued and unpaid interest earned thereon), and if such repayment shall occur within such ten (10) day period, the Contributing Member shall have no further rights under this Section 3.5(c) with respect to such Company Loan. (d) If a Contributing Member makes a Shortfall Contribution pursuant to this Section 4.5 (3.5(a)(i) or elects to terminate a Company Loan pursuant to Section 3.5(c) and the “NDP Amount”) Non-Contributing Member shall be equal fail to repay in full to the product Contributing Member the unpaid portion of the Company Loan (xplus all accrued and unpaid interest thereon) (with such amounts also treated as Shortfall Contributions) within the delinquent amount ten (10) day period referred to in such Section 3.5(c), then, subject to the receipt of all approvals required under Gaming Regulations (to the extent applicable at such Required Contribution multiplied time), the Percentage Interest of the Contributing Member shall be, at the election of the Contributing Member, adjusted pursuant to Section 3.6 or, alternatively, increased by (y) adding to such Percentage Interest an additional percentage, stated as a fraction, the numerator of which shall be is equal to 150% of the Percentage Interest then held by such participating non-Delinquent Partner Shortfall Contribution and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 is equal to the contrary, the Delinquent Partner may cure such delinquency sum of (i) by contributing its Required Contribution the Existing Equity immediately prior to the making of the Capital Contributions (and/or other increases in Committed Capital) of which the Shortfall Contribution being made by another Partner or was a part, plus (ii) on or before the sixtieth aggregate Capital Contributions (60thand/or other increases in Committed Capital) day following being made in connection with which the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Shortfall Contribution was made. Subject to the Partnership in an amount equal receipt of all approvals required under Gaming Regulations (to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date extent applicable at such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”time). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner the Non-Contributing Member shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) reduced by the Delinquent Partner making its Required Contribution or Make-Up Contribution percentage by which the Contributing Member’s Percentage Interest is increased pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contributionimmediately preceding sentence.

FAILURE TO CONTRIBUTE. (a) If a Partner fails Member is in Default as a result of its failure to contribute all or any portion of a Required Capital Contribution that such Partner Member (a “Delinquent PartnerMember”) is required to make as provided in this Agreement, then, while such Partner is a Delinquent Partner, each the non-Delinquent Partner Member may (but shall have no obligation to) elect to fund all or any portion advance the entire amount of the Delinquent PartnerMember’s Required Capital Contribution that is in Default. Each advance made by a non-Delinquent Member on behalf of a Delinquent Member shall constitute a loan to the Delinquent Member (the non-Delinquent Member making such loan, the “Lending Member,” whether one or more). Such advance shall have the following results: (i) the sum advanced shall constitute a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement; (ii) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the “Obligation”) shall be due and payable in whole on the 10th Business Day after the day written demand requesting payment of the Obligation is made by the Lending Member to the Delinquent Member; provided, however, that the Delinquent Member may prepay the Obligation in whole or in part at any time prior to the date due; (iii) the amount lent shall bear interest at the Default Interest Rate per annum, compounded quarterly on the first day of each Quarter, from the date on which the advance is deemed made until the date that the Obligation and all costs and expenses associated therewith (“Costs”), is repaid to the Lending Member; (iv) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the Obligation and any Costs have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest, second to Costs, and finally to principal); (v) the Lending Member shall have the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including court proceedings and exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware or any other appropriate state (the “UCC”)) that the Lending Member may deem appropriate to obtain payment from the Delinquent Member of the Obligation and all Costs; (vi) if the Delinquent Member has defaulted on more than one Capital Contribution, the non-Delinquent Member that has made advances on behalf of such Delinquent Member under this Section 4.3(a) shall have recourse to such Delinquent Member’s Membership Interest pursuant to Sections 4.3(a), 4.3(b) and 4.3(c) in priority based on the order of the dates on which the Capital Contributions giving rise to such advances under this Section 4.3(a) were required to be made by the Delinquent Member, with an advance made in respect of Capital Contributions required at an earlier date (and the Obligations and Costs relating to such advance) having priority over advances made in respect of Capital Contributions required at a later date (and the Obligations and Costs relating to such other advances); (vii) the Delinquent Member deemed to have received a loan from a Lending Member under the terms of this Section 4.3(a) shall continue to be deemed in Default until all Obligations and Costs under such loan have been paid and satisfied in full; and (viii) initially, a loan by a Member to another Member as contemplated by this Section 4.3(a) shall not be considered a Capital Contribution by the Lending Member and shall not increase the Capital Account balance of the Lending Member. Notwithstanding the foregoing, in the event the Obligations under any such loan have not been fully satisfied within 90 days from the date of the loan, the Lending Member, at any time thereafter by giving written notice to the Company, may elect to have the unpaid principal balance of such loan transferred to and increase such Lending Member’s Capital Account with a corresponding decrease in the Capital Account of the Member on whose behalf such loan was made. Upon such transfer, the unpaid principal balance of such loan shall be treated as a Capital Contribution, and the Membership Interest for each Member shall be automatically adjusted to equal the percentage obtained by dividing (A) the Capital Contributions of such Member (including any Capital Contribution made on behalf of the other Member under this Section 4.3) by (B) the aggregate Capital Contributions of all Members (including all Capital Contributions made on behalf of the other Member under this Section 4.3); provided that the adjustments to the Membership Interests provided in this subsection (viii) shall occur after adjustment of the Capital Accounts as provided in Section 4.5(d) as if additional Membership Interests were being issued. Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such adjusted Membership Interests. If any interest or Costs remain unpaid in connection with such loan at the time the Lending Member makes an election under this subsection, the Lending Member shall retain its rights and remedies for collection of interest and Costs in connection with such loan under this Section 4.3(a) with respect to the Membership Interest, if any, of the Delinquent Member after adjustment pursuant to this subsection, but the amount treated as a Capital Contribution pursuant shall be deemed to this Section 4.5. If a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each of the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such fundingbeen repaid. (b) The portion Each Member grants to each Lending Member as security for any Obligations and Costs that each participating non-Delinquent Partner may fund as be due and owing by such Member hereunder a Capital Contribution security interest in its Membership Interest pursuant to this Section 4.5 (and in accordance with the “NDP Amount”) UCC and agrees that the Lending Member shall be equal have the rights and remedies granted under the UCC with respect to the product of (x) security interest granted therein. Each Member authorizes any Lending Member to file UCC financing statements related thereto and agrees that this Agreement serves as the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions)necessary security agreement. (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner The Company or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant Member shall have the right to Section 4.5(b), exercise the Delinquent Partner shall no longer be deemed to be a Delinquent Partner following remedies with respect to a Delinquent Member in addition to the unfunded Required rights granted by Section 4.3(a): (i) the Company or the non-Delinquent Member may at any time take such action (including court proceedings) as the Company or the non-Delinquent Member may deem appropriate to obtain payment by the Delinquent Member of the portion of the Delinquent Member’s Capital Contribution that is in Default, along with all costs and expenses associated with the collection of such Delinquent Member’s Capital Contribution; and (ii) the Company or the non-Delinquent Member may at any time exercise any other rights and remedies available under this Agreement or at law or in equity.

FAILURE TO CONTRIBUTE. If either the IMC Partner (aor, during the IMC GPCo Liquidation Period, either of Operations or IMC GPCo) If a or the FRP Partner fails (in any such case, the "Non-Contributing Partner") fails, in whole or in part, to contribute all make any cash contribution or defaults, in whole or in part, in any portion other obligation to pay money under this Agreement within fifteen (15) days of giving of a Required Contribution that such Partner (a “Delinquent Partner”) is required to make as provided in this Agreement, then, while such Partner is a Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any portion of the Delinquent Partner’s Required Contribution as a Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each due notice by either of the other nonPartners to the Non-Delinquent PartnersContributing Partner that such cash contribution is due or that the Non-Contributing Partner has defaulted in any other such obligation hereunder, who the IMC Partner (with respect to circumstances in which the FRP Partner is the Non-Contributing Partner) or the FRP Partner (with respect to circumstances in which the IMC Partner (or, during the IMC GPCo Liquidation Period, either of Operations or IMC GPCo) is the Non-Contributing Partner), as the case may be (in either such case, the "Contributing Partner"), shall have the right to advance directly to the Partnership such additional cash contribution, or portion thereof, or such other payment of money, or portion thereof, as the Non-Contributing Partner has failed to make or defaulted on (the "Non-Contributing Partner's Share"), and such advance, together with a proportionate amount of the corresponding cash contribution or other payment, if any, made by such Contributing Partner, shall be deemed a loan by the Contributing Partner to the Partnership (the "Partner Loan"). A Partner Loan shall bear interest at the rate equal to the lower of: (i) the maximum rate allowed by law; or (ii) five (5) days thereafter percentage points over the Prime Rate. The Partner Loan shall be recouped and otherwise repaid from all funds which would otherwise have been available to elect make distributions which the Partners would otherwise be entitled to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to receive from the Partnership but for this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction3.03, the numerator all of which shall instead be paid by the Percentage Interest then held by such participating non-Delinquent Partnership to the Contributing Partner and applied to the denominator payment of which the Partner Loan and all interest thereon, until the same shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; providedhave been paid in full. It is understood, however, that if to the extent the principal and interest of a Partner Loan are not repaid in full by the Partnership from all funds which would otherwise have been available to make distributions (including any participating non-Delinquent Partner elects distributions pursuant to fund less than its full allocation of such amountSection 12.07(b)) to the Partners, the fully participating nonNon-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Contributing Partner shall be appropriately adjusted obligated to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in repay an amount equal to the Required Contribution (a “MakeNon-Up Contribution”) Contributing Partner's Share of the outstanding balance of the principal and paying interest of such Partner Loan upon commencement of the winding up of the Partnership in accordance with Section 12.02. Any amount which would otherwise have been available to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period make distributions from the date Partnership that is applied to any Partner Loan shall be credited first to any interest then due on such participating non-Delinquent Partner funded its NDP Amount Loan, and the balance of the distribution shall be credited against the outstanding principal balance of such Partner Loan. The exercise of the right to the date make a Partner Loan shall be in addition to any other rights or remedies that the Delinquent Contributing Partner makes its Makemay have under this Agreement or at law or in equity arising from the Non-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied Contributing Partner's (i) by failure to make the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) required cash contribution or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant default in any other obligation to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contributionpay money.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to Member does not contribute by the time required all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreementthese Regulations, thenthe Company may exercise, while on notice to that Member (the "Delinquent Member"), one or more of the following remedies: (i) taking such Partner is a action (including, without limitation, court proceedings) as the Member may deem appropriate to obtain payment by the Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Member of the portion of the Delinquent Partner’s Required Contribution as a Member's Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amountthat is in default, such non-Delinquent Partner shall so notify each of together with interest thereon at the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Default Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following Rate from the date that the participating non-Capital Contribution was due until the date that it is made, all at the cost and expense of the Delinquent Partner(sMember; (ii) satisfied permitting the Required Contributionother Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the "Lending Member," whether one or more), by making to advance the portion of the Delinquent Member's Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Partnership in an amount equal Company by the Delinquent Member pursuant to the Required Contribution applicable provisions of these Regulations, (a “Make-Up Contribution”B) the principal balance of the loan and paying all accrued unpaid interest thereon is due and payable in whole on the tenth day after written demand therefor by the Lending Member to each participating non-the Delinquent Partner an Member, (C) the amount equal to its respective NDP Amount multiplied by lent bears interest at the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Delinquent Partner makes its Make-Up Contribution Member (whether before or after dissolution of the “Default Interest Amount”Company) instead will be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal),the payment of the loan and interest accrued on it is secured by a security interest in the Delinquent Member's Membership Interest, as more fully set in Section 4.03(b). If a Delinquent Partner cures its delinquency , and (E) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to Section 4.5(c)(iithese Regulations or available to it at law or in equity, to take any action (including, without limitation, court proceedings) by making a Make-Up Contribution and paying that the Default Interest Amount, then (A) first, the Partnership shall distribute Lending Member may deem appropriate to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) obtain payment by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by Member of the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b)loan and all accrued and unpaid interest on it, at the cost and expense of the Delinquent Partner shall no longer be deemed to be Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Texas, as more fully set forth in Section 4.03(b); (iv) reducing the Delinquent Partner with respect Member's Membership Interest or other interest in the Company; (v) subordination of the Delinquent Member's interest to the unfunded Required Contribution.non- defaulting Member; (vi) a forced sale of the Delinquent Member's interest; (vii)forfeiture of the Delinquent Member's interest;

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the "Non-Contributing Member"), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent Partner’s Required Non-Contributing Member's Capital Contribution that is in default, together with interest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Contributing Member; (ii) permitting the other Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the "Lending Member, " whether one or more), to advance the portion of the Non-Contributing Member's Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Non-Contributing Member and a Capital Contribution of that sum to the Company by the Non-Contributing Member pursuant to the applicable provisions of this Agreement, (B) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Section 4.5. If a nonAgreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code, as more fully set forth in Section 4.03(b); or (iv) exercising any other nonrights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Delinquent PartnersContributing Member, who and the other Members shall have five (5) days thereafter the rights set forth in Article 9 with respect to elect to participate in such fundingDefault. (b) The portion Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that each participating nonMember as a Non-Delinquent Partner may fund Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code. On any default in the payment of a Capital Contribution pursuant to this Section 4.5 (or in the “NDP Amount”) shall be equal to the product of (x) the delinquent amount payment of such Required Contribution multiplied by (y) a fractionloan or interest accrued on it, the numerator of which shall be Company or the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; providedLending Member, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amountas applicable, the fully participating non-Delinquent Partners shall be is entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as all the rights and remedies of a Capital Contribution, secured party under the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Uniform Commercial Code with respect to the unfunded Required Contributionsecurity interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the option of a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to Member (the "Delinquent Member") does not contribute by the time required all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe Company, while at the direction of the other Member (the "Non-Defaulting Member"), or the Non-Defaulting Member, may exercise, on notice to the Delinquent Member, one or more of the remedies set forth in the immediately following clauses (i) and (ii). The Company or the Non-Defaulting Member, as the case may be, may plead for relief under one or more of such Partner is a Delinquent Partnerremedies in any arbitration or judicial proceeding; provided, each nonhowever, to the extent the Company or the Non-Delinquent Partner may (but shall have no obligation to) elect Defaulting Member exercises one of such remedies as to fund all or a portion of the Capital Contribution that is in default and receives the payment, adjustment or other relief provided for in connection with such remedy, the Delinquent Member shall not be liable in any event for more than the obligation that is owed. (i) Taking such action, including, without limitation, exercising any rights and remedies provided for under this Agreement or otherwise available at law or in equity, as the Non-Defaulting Member may deem appropriate to obtain payment to the Company by the Delinquent Member of the portion of the Delinquent Partner’s Required Member's Capital Contribution that is in default, together with interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Delinquent Member; or (ii) the Non-Defaulting Member may advance, in the Non-Defaulting Member's sole discretion, the portion of the Delinquent Member's Capital Contribution that is in default and designate whether such contribution is made under the loan provisions of Section 3.4(a)(ii)(A) or is made as a Capital Contribution by the Non-Defaulting Member under the provisions of Section 3.4(a)(ii)(B); (A) A Capital Contribution made to the Company and designated under this Section 3.4(a)(ii)(A) shall constitute a loan from the Non-Defaulting Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, with the following results: (1) the principal balance of the loan and all accrued unpaid interest thereon shall be due and payable in whole on the tenth day after written demand therefor by the Non-Defaulting Member to the Delinquent Member, provided, however, that the demand for payment of such loan may not be made until after the date that is 6 months after the date such loan is made; (2) the amount loaned shall bear interest at the Default Interest Rate from the day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Non-Defaulting Member; (3) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company and whether before or after demand for payment is made pursuant to the immediately preceding subparagraph (1) ) instead shall be paid to the Non-Defaulting Member until the loan and all interest accrued on it have been paid in full to the Non-Defaulting Member (with payments being applied first to accrued and unpaid interest and then to principal); and (4) the payment of the loan and interest accrued on it shall be secured by a security interest in the Delinquent Member's membership interest, as more fully set forth in Section 3.4(b). (B) A Capital Contribution made to the Company and designated under this Section 3.4(a)(ii)(B) shall be treated as a Capital Contribution by the Non-Defaulting Member and shall be credited to the Capital Account of the Non-Defaulting Member making the contribution. If MCNIC is the Non-Defaulting Member, the Preferential Capital Contribution shall be deemed increased by the amount of the Capital Contribution made pursuant to this Section 4.5. If a non-Delinquent Partner so desires 3.4(a)(ii)(B) and the Preferential Contribution Payout shall not be deemed to fund such amount, such non-Delinquent Partner shall so notify each of the other non-Delinquent Partners, who have occurred until MCNIC shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be received an additional aggregate amount of Preferential Distributions equal to the product of (x) the delinquent amount present value of such Required additional Capital Contribution multiplied by (y) a fractionin accordance with the definition of Preferential Contribution Payout, with the numerator exception that the present value of which such additional Capital Contribution shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator calculated as of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that contribution is made by MCNIC on behalf of the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”)Member. If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests The Sharing Ratio of the Partners Delinquent Member shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) reduced by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or following (ii) by funding by the non-Delinquent Partner(s) expressed as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contribution.percentage number):

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute does not contribut~~ by the time required all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) is required to make as provided in this Agreement, thenthe Partnership may exercise, while such on notice to that Partner is a (the "Delinquent Partner"), each non-one or more of the following remedies: (i) taking such action (including, without limitation, court proceedings) as the Managing General Partner may deem appropriate to obtain paym~ nt by the Delinquent Partner may of the portion of the I)elinquent Partner's Capital Contribution that is in default, together with interest on that amount at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Delinquent Partner; (but shall have no obligation toii) permitting the Managing General Partner and, to thE extent the Managing General Partner does not elect to fund all do so, the other Partners in proportion to their Sharing Ratios or any in such other percentages as they may agree (the "Lending Partner," or "Lending Partners", if more than one), to advance the portion of the Delinquent Partner’s Required 's Capital Contribution as that is in default, with the following results: (A) the sum advanced constitutes the principa. of a loan from the Lending Partner to the Delinquent Partner and a Capital Contribution pursuant of that -13.. PTF-1 77R2S-OflO~2Q � sum to this Section 4.5. If a non-the Partnership by the Delinquent Partner so desires under the applicable provisions of this Agreement, (B) the principal balance of the loan and all accrued unpaid interest is due and payable on the tenth day after written demand by the Lending Partner to fund such amountthe Delinquent Partner, such non-(C) the principal balance of the loan bears interest at the Default Interest Rate from the day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Partner, (D) all distributions from the Partnership that otherwise would be made to the Delinquent Partner shall so notify each (whether before or aft3r dissolution of the Partnership) instead shall be paid to the Lending Partner u ~til the loan, together with all interest accrued on it, have been paid in full to the Lending Partner (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued on it is secured by a security interest in the Delinquent Partner's Partnership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Partner has the right, in addition to the other nonrights and remedies granted to it under this Agreement or at la~ or in equity, to take any action (including, without limitation, court proceedings) that the Lending Partner may deem appropriate to obtain payment by the Delinquent Partner of the loan and all accrued and unpaid interest on it, at the cost and expense of the Delinquent Partner; (iii) exercising the rights of a secured party under the lJniforrn Commercial Code of the State of Texas, as more fully set forth in Section 4.03(b); or -14- ETF- I 737B2 5-Delinquent Partners, who shall have five 000330 � (5iv) days thereafter to elect to participate exercising any other rights and remedies available it law or in such fundingequity. (b) The portion that each participating non-Delinquent Each Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal grants to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fractionPartnership, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Lending Partner with respect to any loans made by the unfunded Required Contribution.Lending Partner to that Partner as a Delinquent Partner as described in Section 4.03(a)(ii), as security, equally and ratably, for the p.iyment of all Capital Contributions that Partner has agreed to make and the payment of a I loans and interest accrued on them made by Lending Partners to that Partner as a Delinquent Partner as described in Section 4.03(a)(ii), a security interest in and a general lien on its Partnership Interest and the proceeds of that Partnership Interest, all under the Unifo -m Commercial Code of the State of Texas. On any default in the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it, the Partnership or the Lending Partner, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Texas with respect to the security interest granted in this Sec- tion 4.03

FAILURE TO CONTRIBUTE. (a) If a Partner fails Member is in Default as a result of its failure to contribute all or any portion of a Required Capital Contribution that such Partner Member (a “Delinquent PartnerMember”) is required to make as provided in this Agreement, thenany one or more non-Delinquent Members may advance the entire amount of the Delinquent Member’s Capital Contribution that is in Default, while such Partner is a Delinquent Partner, with each non-Delinquent Partner may Member having the right to participate by making its share of such advance in proportion to its Membership Interest (but shall have no obligation to) elect to fund all or any portion without taking into account the Membership Interests of the Delinquent PartnerMember or the non-participating non-Delinquent Members) or in such other percentages as the participating non-Delinquent Members may agree. Each advance made by a non-Delinquent Member on behalf of a Delinquent Member shall constitute a loan to the Delinquent Member (the non-Delinquent Member(s) making such loan, the “Lending Member,” whether one or more). Such advance shall have the following results: (i) the sum advanced shall constitute a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement; (ii) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the “Obligation”) shall be due and payable in whole on the tenth (10th) Business Day after the day written demand requesting payment of the Obligation is made by the Lending Member to the Delinquent Member; provided, however, that the Lending Member shall not demand payment of the Obligation until at least 60 days after the creation of the Obligation; and provided, further, that the Delinquent Member may prepay the Obligation in whole or in part at any time prior to the date due; (iii) the amount lent shall bear interest at the Default Interest Rate per annum, compounded quarterly on the first day of each Quarter, from the date on which the advance is deemed made until the date that the loan, together with all interest accrued thereon and all costs and expenses associated therewith (“Costs”), is repaid to the Lending Member; (iv) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the Obligation and any Costs have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest, second to Costs, and finally to principal); (v) the Lending Member shall have the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take any action (including court proceedings and exercising the rights of a secured party under the Delaware Uniform Commercial Code) that the Lending Member may deem appropriate to obtain payment from the Delinquent Member of the Obligation and all Costs; (vi) if the Delinquent Member has defaulted on more than one Capital Contribution, the non-Delinquent Members who have made advances on behalf of such Delinquent Member under this Section 4.3(a) shall have recourse to such Delinquent Member’s Required Contribution as Membership Interest pursuant to Sections 4.3(a), 4.3(b) and 4.3(c) in priority based on the order of the dates on which the Capital Contributions giving rise to such advances under this Section 4.3 were required to be made by the Delinquent Member, with an advance made in respect of Capital Contributions required at an earlier date (and the Obligations and Costs relating to such advance) having priority over advances made in respect of Capital Contributions required at a later date (and the Obligations and Costs relating to such other advances); and (vii) the Delinquent Member deemed to have received a loan from a Lending Member under the terms of this Section 4.3(a) shall continue to be deemed in Default until all Obligations under such loan have been paid and satisfied in full; provided, however, that if at the time of such Default, the Delinquent Member has not been in Default at any time within the preceding 12 months, then, notwithstanding anything to the contrary in the definition of “Unanimous Consent,” for a period of 60 days following the date of such Default, the Board shall not approve (A) any Capital Contribution pursuant to this Section 4.5. If a non-4.2(a) or (B) any action listed in Section 6.3(b) (that the Board Member appointed by such Delinquent Partner so desires Member would otherwise be entitled to fund such amountvote upon), such non-Delinquent Partner shall so notify in each case, without the affirmative vote of the other non-Board Member appointed by the Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such fundingMember. (b) The portion Each Member grants to each Lending Member as security for any Obligations that each participating non-Delinquent Partner may fund as be due and owing by such Member hereunder a Capital Contribution security interest in its Membership Interest pursuant to this Section 4.5 (and in accordance with the “NDP Amount”) Delaware Uniform Commercial Code and agrees that the Lending Member shall be equal have the rights and remedies granted under the Delaware Uniform Commercial Code with respect to the product security interest granted therein, subject to the rights of (xany senior secured creditor arising under any pledge approved in accordance with Section 3.6(c) hereof. Each Member authorizes any Lending Member to file Delaware Uniform Commercial Code financing statements related thereto and agrees that a copy of this Agreement can serve as the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions)necessary security agreement. (c) Notwithstanding anything The Company shall have the right to exercise the following remedies with respect to a Delinquent Member in this Section 4.5 addition to the contrary, the Delinquent Partner may cure such delinquency rights granted by Section 4.3(a): (i) the Company may at any time take such action (including court proceedings) as the Company may deem appropriate to obtain payment by contributing its Required Contribution prior to the Delinquent Member of the portion of the Delinquent Member’s Capital Contribution being made by another Partner or that is in Default, along with all costs and expenses associated with the collection of such Delinquent Member’s Capital Contribution; and (ii) on the Company may at any time exercise any other rights and remedies available under this Agreement or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership at law or in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contributionequity.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to Member does not contribute by the time required all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Operating Agreement, thenthe Company may exercise, while on notice to that Member (the "Delinquent Member"), one or more of the following remedies: (i) taking such Partner is a action (including, without limitation, court proceedings) as the Managers may deem appropriate to obtain payment by the Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Member of the portion of the Delinquent Partner’s Required Member's Capital Contribution that is in default, together with interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Delinquent Member; (ii) permitting the other Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the "Lending Member" whether one or more), to advance the portion of the Delinquent Member's Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Operating Agreement, (B) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth day after written demand therefor by the Lending Member to the Delinquent Member, (C) the amount lent bears interest at the Default Interest Rate from the day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued thereon have been paid in full to the lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued thereon is secured by a security interest in the Delinquent Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Section 4.5. If a non-Operating Agreement or available to it at law or in equity, to take any action (including, without Limitation, court proceedings) that the Lending Member may deem appropriate to obtain payment by the Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each Member of the loan and all accrued and unpaid interest thereon, at the cost and expense of the Delinquent Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Georgia, as more fully set forth in Section 4.03(b): or (iv) exercising any other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate rights and remedies available at law or in such fundingequity. (b) The portion Each Member giants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that each participating non-Member as a Delinquent Partner may fund Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued thereon made by Lending Members to that Member as a Delinquent Member pursuant to Section 4.03(a)(ii), a security interest in and a lien on its Membership Interest and the proceeds thereof, all under the Uniform Commercial Code of the State of Georgia. On any default in the payment of a Capital Contribution pursuant to this Section 4.5 (or in the “NDP Amount”) shall be equal to the product of (x) the delinquent amount payment of such Required Contribution multiplied by (y) a fractionloan or interest accrued thereon, the numerator of which shall be Company or the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; providedLending Member, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amountas applicable, the fully participating non-Delinquent Partners shall be is entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as all the rights and remedies of a Capital Contribution, secured party under the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests Uniform Commercial Code of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application State of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Georgia with respect to the unfunded Required Contribution.security interest granted in this Section

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the "Non-Contributing Member"), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent Partner’s Required Non-Contributing Member's Capital Contribution that is in default, together with interest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Contributing Member; (ii) permitting the other Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the "Lending Member," whether one or more), to advance the portion of the Non-Contributing Member's Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Non-Contributing Member and a Capital Contribution of that sum to the Company by the Non-Contributing Member pursuant to the applicable provisions of this Agreement, (B) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Section 4.5. If a nonAgreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code, as more fully set forth in Section 4.03(b); or (iv) exercising any other nonrights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Delinquent PartnersContributing Member, who and the other Members shall have five (5) days thereafter the rights set forth in Article 9 with respect to elect to participate in such fundingDefault. (b) The portion Subject and subordinate to the rights of any creditor of the Company under the Loan Documents, each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that each participating nonMember as a Non-Delinquent Partner may fund Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code. On any default in the payment of a Capital Contribution pursuant to this Section 4.5 (or in the “NDP Amount”) shall be equal to the product of (x) the delinquent amount payment of such Required Contribution multiplied by (y) a fractionloan or interest accrued on it, the numerator of which shall be Company or the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; providedLending Member, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amountas applicable, the fully participating non-Delinquent Partners shall be is entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as all the rights and remedies of a Capital Contribution, secured party under the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Uniform Commercial Code with respect to the unfunded Required Contribution.security interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute all or any portion of a Required Contribution that such Limited Partner (a the “Delinquent Defaulting Partner”) is required fails to make such Limited Partner’s Capital Contribution within the time period prescribed in the applicable Contribution Agreement or as provided in this Agreement (i.e., in response to a Capital Call), and the other Limited Partner (the “Non-Defaulting Partner”) has made its Capital Contribution in accordance with this Agreement or the applicable Contribution Agreement, thenthe General Partner shall so inform the Defaulting Partner and the Non-Defaulting Partner within twenty (20) Business Days, while and, subject to the limitations provided below, the Non-Defaulting Partner shall have the right, but not the obligation, to: (i) Withdraw the Capital Contribution (if the Partnership is capable of refunding such Capital Contribution) it made when the Defaulting Partner is a Delinquent Partnerfailed to make its Capital Contribution, each nonin which event the Non-Delinquent Defaulting Partner may (but shall have no obligation toliability for failure to contribute such Capital Contribution, or designate any portion of the Capital Contribution the Non-Defaulting Partner has not withdrawn as an advance to the Partnership as a Partnership Loan; and / or (ii) elect to fund pay all or any portion of the Delinquent amount due from the Defaulting Partner (the “Deficiency Amount”) to the Partnership (a “Default Contribution”), which amount may be designated by the Non-Defaulting Partner as (A) an advance directly to the Partnership as a Partnership Loan (as defined in Section 6.4(c)), or (B) designate such amount as part Capital Contribution and part Partnership Loan, in such proportion as is designated by the Non-Defaulting Partner’s Required Contribution as . These provisions shall be applicable each time that a Limited Partner shall fail to contribute a Capital Contribution pursuant to as required in this Section 4.5Agreement and the applicable Contribution Agreement. If a nonThe Non-Delinquent Partner so desires to fund such amount, such non-Delinquent Defaulting Partner shall so notify each elect which of the other non-Delinquent Partnersforegoing remedies it will pursue and, who shall have five if it so chooses, advance to the Partnership the Deficiency Amount, within twenty (520) days thereafter of receipt of the notice by the General Partner of the Defaulting Partner’s failure to make its Capital Contribution. Notwithstanding the foregoing, PGGM PRE Fund may not elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as treat a Capital Default Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, if, after the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third6.4(b), the PGGM PRE Fund’s Percentage Interest and in the Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contributionwould exceed 49%.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the "Non- Contributing Member"), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent Partner’s Required Non-Contributing Member's Capital Contribution that is in default, together with interest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Contributing Member; (ii) permitting the other Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the "Lending Member," whether one or more), to advance the portion of the Non-Contributing Member's Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Non-Contributing Member and a Capital Contribution of that sum to the Company by the Non-Contributing Member pursuant to the applicable provisions of this Agreement, (B) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Section 4.5. If a nonAgreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 4.03(b); or (iv) exercising any other nonrights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Delinquent PartnersContributing Member, who and the other Members shall have five (5) days thereafter the rights set forth in Article 9 with respect to elect to participate in such fundingDefault. (b) The portion Subject and subordinate to the rights of any creditor of the Company under the Loan Documents, each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that each participating nonMember as a Non-Delinquent Partner may fund Contributing Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, for the payment of all Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending Members to that Member as a Non-Contributing Member pursuant to Section 4.03(a)(ii), a security interest in and a general lien on its Membership Rights and the proceeds thereof, all under the Uniform Commercial Code. On any default in the payment of a Capital Contribution pursuant to this Section 4.5 (or in the “NDP Amount”) shall be equal to the product of (x) the delinquent amount payment of such Required Contribution multiplied by (y) a fractionloan or interest accrued on it, the numerator of which shall be Company or the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; providedLending Member, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amountas applicable, the fully participating non-Delinquent Partners shall be is entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as all the rights and remedies of a Capital Contribution, secured party under the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests Uniform Commercial Code of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application State of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Delaware with respect to the unfunded Required Contribution.security interest granted in this Section 4.03(b). Each Member shall execute and deliver to the Company and the other Members all financing statements and other instruments that the Lending Member may request to effectuate and carry out the preceding provisions of this Section 4.03(b). At the

FAILURE TO CONTRIBUTE. (a) If a Partner fails to Member (the “Delinquent Member”) does not contribute by the time required all or any portion of a Required an additional Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreementunder Sections 3.4 (the “Default Amount”), thenthen the Company, while such Partner is a Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any portion of at the Delinquent Partner’s Required Contribution as a Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each direction of the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 members (the “NDP AmountNon-Defaulting Members”) shall be equal to holding a majority of the product Membership Interests of (x) the delinquent amount Non-Defaulting Members, may take any or all of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions).following actions: (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior pursue any remedies at law to collect the Capital Contribution being made by another Partner or Default Amount and any interest accrued thereon, and recover the costs of collection; or (ii) on or before require the sixtieth (60th) day following the date that the participating nonNon-Delinquent Partner(s) satisfied the Required Contribution, by making Defaulting Members to make a Capital Contribution to the Partnership Company in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying Default Amount, in the proportion that their Membership Interests bear to each participating nonother, which shall be treated as a recourse loan from the Non-Defaulting Members to the Delinquent Partner an amount equal to its respective NDP Amount multiplied Member, secured by the Default Delinquent Member’s Membership Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest AmountLoan”). If , and as a Delinquent Partner cures its delinquency pursuant Capital Contribution of that same amount to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) Company by the Delinquent Partner making its Required Member. The principal balance of the Default Loan shall be equal to the aggregate amount of the Capital Contribution or Makemade by the Non-Up Contribution Defaulting Members pursuant to this Section 4.5(c3.5(a), and shall bear interest at a rate equal to the Default Interest Rate. The Non-Defaulting Members are hereby authorized to take all actions and sign all documents they deem required or necessary to perfect their security interest in the Delinquent Member’s Membership Interest. While any Default Loan is outstanding and unrepaid, the Company shall pay directly to the Non-Defaulting Members (in the same proportions that the Non-Defaulting Members made the Capital Contribution to the Company) or (ii) by funding any distributions to which the Delinquent Member is entitled pursuant to Article 4 until such Default Loan with interest has been repaid in full. The principal and accrued but unpaid interest under the Default Loan shall be due and payable in full on the third anniversary of the date on which the Default Loan was made. If any Default Loan and accrued but unpaid interest thereon is not paid when due, the Non-Defaulting Members shall, without forfeiting other remedies, be entitled to continue to receive all amounts that would otherwise be distributed by the non-Delinquent Partner(s) as a Capital Contribution pursuant Company to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner Member until such Default Loan with respect to the unfunded Required Contributionall accrued but unpaid interest (plus any costs of collection) is paid in full. (b) THE MEMBERS AGREE THAT THE LIQUIDATED DAMAGES DESCRIBED IN THIS SECTION 3.5 ARE A FAIR AND ADEQUATE MEASURE OF THE DAMAGES THAT WILL BE SUFFERED BY THE NON-DEFAULTING MEMBERS AS A RESULT OF A BREACH BY A MEMBER OF ITS OBLIGATION TO MAKE CAPITAL CONTRIBUTIONS UNDER SECTIONS 3.4 AND NOT A PENALTY.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to Member does not contribute by the time required all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreementthese Regulations, thenthe Company may exercise, while on notice to that Member (the "Delinquent Member"), one or more of the following remedies: (i) taking such Partner is a action (including, without limitation, court proceedings) as the Member may deem appropriate to obtain payment by the Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Member of the portion of the Delinquent Partner’s Required Contribution as a Member's Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amountthat is in default, such non-Delinquent Partner shall so notify each of together with interest thereon at the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Default Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following Rate from the date that the participating non-Capital Contribution was due until the date that it is made, all at the cost and expense of the Delinquent Partner(sMember; (ii) satisfied permitting the Required Contributionother Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the "Lending Member," whether one or more), by making to advance the portion of the Delinquent Member's Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Partnership in an amount equal Company by the Delinquent Member pursuant to the Required Contribution applicable provisions of these Regulations, (a “Make-Up Contribution”B) the principal balance of the loan and paying all accrued unpaid interest thereon is due and payable in whole on the tenth day after written demand therefor by the Lending Member to each participating non-the Delinquent Partner an Member, (C) the amount equal to its respective NDP Amount multiplied by lent bears interest at the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Delinquent Partner makes its Make-Up Contribution Member (whether before or after dissolution of the “Default Interest Amount”Company) instead will be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal),the payment of the loan and interest accrued on it is secured by a security interest in the Delinquent Member's Membership Interest, as more fully set in Section 4.03(b). If a Delinquent Partner cures its delinquency , and (E) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to Section 4.5(c)(iithese Regulations or available to it at law or in equity, to take any action (including, without limitation, court proceedings) by making a Make-Up Contribution and paying that the Default Interest Amount, then (A) first, the Partnership shall distribute Lending Member may deem appropriate to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) obtain payment by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by Member of the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b)loan and all accrued and unpaid interest on it, at the cost and expense of the Delinquent Partner shall no longer be deemed to be Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Texas, as more fully set forth in Section 4.03(b); (iv) reducing the Delinquent Partner with respect Member's Membership Interest or other interest in the Company; (v) subordination of the Delinquent Member's interest to the unfunded Required Contribution.non- defaulting Member; (vi) a forced sale of the Delinquent Member's interest; (vii)forfeiture of the Delinquent Member's interest; (viii) determination of the value of the Delinquent Member's interest by appraisal or by formula and redemption or sale of the interest at that value; or

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the "Non-Contributing Member"), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent Partner’s Required Non-Contributing Member's Capital Contribution that is in default, together with interest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Contributing Member; (ii) permitting the other Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the "Lending Member," whether one or more), to advance the portion of the Non-Contributing Member's Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Non-Contributing Member and a Capital Contribution of that sum to the Company by the Non-Contributing Member pursuant to the applicable provisions of this Agreement, (B) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Rate from the Day that the advance is deemed made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Contributing Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal), (E) the payment of the loan and interest accrued on it is secured by a security interest in the Non-Contributing Member's Membership Interest, as more fully set forth in Section 4.03(b), and (F) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Section 4.5. If a nonAgreement or available to it at Law or in equity, to take any action (including court proceedings) that the Lending Member may deem appropriate to obtain payment by the Non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each Contributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code, as more fully set forth in Section 4.03(b); or (iv) exercising any other nonrights and remedies available at Law or in equity. In addition, the failure to make such contributions shall constitute a Default by the Non-Delinquent PartnersContributing Member, who and the other Members shall have five (5) days thereafter the rights set forth in Article 9 with respect to elect to participate in such fundingDefault. (b) The portion Each Member grants to the Company, and to each Lending Member with respect to any loans made by the Lending Member to that each participating non-Delinquent Partner may fund Member as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating nonNon-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency Contributing Member pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b4.03(a)(ii), (B) secondas security, equally and ratably, for the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contribution.payment of

FAILURE TO CONTRIBUTE. (a) If a Limited Partner fails to contribute all or any portion of a Required Contribution that such Limited Partner (a “Delinquent Partner”) is required to make as provided in this Agreement, then, while such Limited Partner is a Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund or arrange for a Permitted Transferee to fund (or, if all other non-Delinquent Partners waive their rights under this Section 5.10, to arrange for any other Person who agrees to become a Limited Partner to fund) all or any portion of the Delinquent Partner’s Required Contribution as a Capital Contribution pursuant to this Section 4.55.10. If a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each of the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 5.10 (the “NDP NDM Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, at the Partnership election of the participating non-Delinquent Partners holding a majority of the aggregate Percentage Interests of all participating non-Delinquent Partners, either: (i) the Limited Partner Interest, Percentage Interest and Percentage Interest Units of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions); provided, however, that if (A) such funding is in connection with a Unilateral Capital Contribution Event or a Capital Contribution Event in which at least one director designated by EXCO and one director designated by Harbinger voted in favor thereof and (B) the Harbinger Member (as defined in the GP LLC Agreement) has not exercised the Full Special Committee Control Rights (as defined in the GP LLC Agreement), then in addition to the dilutive effect caused by one or more Limited Partners funding the Delinquent Partner’s portion of such Required Contribution as set forth in this Section 5.10, (1) the Percentage Interest and Units of such Delinquent Partner shall also be decreased by the Dilution Percentage, and (2) the aggregate Percentage Interest and Units of the participating non-Delinquent Partner(s) who funded such Required Contribution on behalf of such Delinquent Partner shall be increased by the same amount on the same pro rata basis as such participating non-Delinquent Partner(s) funded such Required Contribution; or (ii) the Partnership shall issue to each participating non-Delinquent Partner newly created, non-voting preferred Additional Interests (the “NDM Interests”). The NDM Interests received by each funding non-Delinquent Partner shall (A) have an aggregate capital account (an “NDM Capital Account”) equal to such non-Delinquent Partner’s NDM Amount and (B) be entitled to receive distributions prior to all other Equity Interests in the Partnership until the related NDM Capital Account has been reduced to zero. For the avoidance of doubt, an NDM Interest shall not entitle the holder thereof to any distributions (whether operating, special, liquidating or otherwise) from the Partnership after the related NDM Capital Account has been reduced to zero. NDM Interests shall be non-voting Equity Interests in the Partnership. (c) Notwithstanding anything in this Section 4.5 5.10 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP NDM Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP NDM Amount to the date that the Delinquent Partner Member makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii5.10(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP NDM Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b5.10(b), (B) second, the respective Capital Accounts and Accounts, Percentage Interests and Units of the Partners Partners, and any issuances or Transfers of Units of the Partners, shall be adjusted with all necessary increases or decreases (in the case of any issuances or Transfers of Units, at the initial price of issuance of such Units) to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and 5.10(b), (C) third, all NDM Interests, if any, issued pursuant to Section 5.10(b)(ii) shall be cancelled and (D) fourth, the Percentage Interest and Partnership Interests Units of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant as required above, the Delinquent Partner shall no longer be deemed to this Section 4.5(c) or (ii) be in default with respect to the unfunded Required Contribution. If the default is remedied by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b)as set forth above, the Delinquent Partner shall no longer be deemed to be a Delinquent Partner in default with respect to the unfunded Required Contribution.

FAILURE TO CONTRIBUTE. (a) If a Limited Partner fails to contribute all or any portion of a Required Contribution that such Limited Partner (a “Delinquent Partner”) is required to make as provided in this Agreement, then, while such Limited Partner is a Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund or arrange for a Permitted Transferee to fund (or, if all other non-Delinquent Partners waive their rights under this Section 5.10, to arrange for any other Person who agrees to become a Limited Partner to fund) all or any portion of the Delinquent Partner’s Required Contribution as a Capital Contribution pursuant to this Section 4.55.10. If a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each of the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding. (ba) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 5.10 (the “NDP NDM Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, at the Partnership election of the participating non-Delinquent Partners holding a majority of the aggregate Percentage Interests of all participating non-Delinquent Partners, either: (i) the Limited Partner Interest, Percentage Interest and Percentage Interest Units of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions); provided, however, that if (A) such funding is in connection with a Unilateral Capital Contribution Event or a Capital Contribution Event in which at least one director designated by EXCO and one director designated by Harbinger voted in favor thereof and (B) the Harbinger Member (as defined in the GP LLC Agreement) has not exercised the Full Special Committee Control Rights (as defined in the GP LLC Agreement), then in addition to the dilutive effect caused by one or more Limited Partners funding the Delinquent Partner’s portion of such Required Contribution as set forth in this Section 5.10, (1) the Percentage Interest and Units of such Delinquent Partner shall also be decreased by the Dilution Percentage, and (2) the aggregate Percentage Interest and Units of the participating non-Delinquent Partner(s) who funded such Required Contribution on behalf of such Delinquent Partner shall be increased by the same amount on the same pro rata basis as such participating non-Delinquent Partner(s) funded such Required Contribution; or (ii) the Partnership shall issue to each participating non-Delinquent Partner newly created, non-voting preferred Additional Interests (the “NDM Interests”). The NDM Interests received by each funding non-Delinquent Partner shall (A) have an aggregate capital account (an “NDM Capital Account”) equal to such non-Delinquent Partner’s NDM Amount and (B) be entitled to receive distributions prior to all other Equity Interests in the Partnership until the related NDM Capital Account has been reduced to zero. For the avoidance of doubt, an NDM Interest shall not entitle the holder thereof to any distributions (whether operating, special, liquidating or otherwise) from the Partnership after the related NDM Capital Account has been reduced to zero. NDM Interests shall be non-voting Equity Interests in the Partnership. (cb) Notwithstanding anything in this Section 4.5 5.10 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP NDM Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP NDM Amount to the date that the Delinquent Partner Member makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii5.10(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP NDM Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b5.10(b), (B) second, the respective Capital Accounts and Accounts, Percentage Interests and Units of the Partners Partners, and any issuances or Transfers of Units of the Partners, shall be adjusted with all necessary increases or decreases (in the case of any issuances or Transfers of Units, at the initial price of issuance of such Units) to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and 5.10(b), (C) third, all NDM Interests, if any, issued pursuant to Section 5.10(b)(ii) shall be cancelled and (D) fourth, the Percentage Interest and Partnership Interests Units of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant as required above, the Delinquent Partner shall no longer be deemed to this Section 4.5(c) or (ii) be in default with respect to the unfunded Required Contribution. If the default is remedied by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b)as set forth above, the Delinquent Partner shall no longer be deemed to be a Delinquent Partner in default with respect to the unfunded Required Contribution.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to Party does not contribute by the required time all or any portion of a Required Capital Contribution that such Partner Party (a the “Delinquent PartnerParty”) is required to make as provided in this Agreementunder Section 4.1 or to which such Party agreed, then, while such Partner is a Delinquent Partner, each nonany one or more Non-Delinquent Partner may advance the entire amount of the Delinquent Party’s Capital Contribution that has not been contributed, with each Non-Delinquent Partner electing to participate in such advance making its share of such advance in proportion to its Partnership Interest (but shall without taking into account the Partnership Interest of the Delinquent Party) or in such other percentages as the participating Partners may agree. Each Non-Delinquent Partner who makes such an advance on behalf of a Delinquent Party will have no obligation tothe right to designate the extent to which such advance will (x) elect constitute a loan to fund all the Delinquent Party and/or (y) result in an immediate adjustment of the Partnership Interests of the Delinquent Party and the Non-Delinquent Partner making such election; provided, however, that if the advancing Non-Delinquent Partner does not notify the Company of its election to have all, or any portion of, such advance treated as a loan to the Delinquent Party, in writing, at the time the advance is made, then such advance will automatically result in an immediate adjustment of the Partnership Interests. (i) To the extent one or more Non-Delinquent Partners does not elect to have an advance made pursuant to Section 4.3(a) treated as a loan to the Delinquent Party, or affirmatively elects to have such advance result in an adjustment of the Partnership Interests, the Company will automatically adjust the Partnership Interest for each Partner to equal the percentage obtained by dividing (A) the Capital Contributions made by such Partner (including any Capital Contribution made by such Partner under this Section 4.3 multiplied by two and twenty-five hundredths (2.25); provided that the Delinquent Party shall forfeit from its Capital Contributions an amount equal to the amount of the Delinquent Party’s Capital Contribution that has not been contributed and that has not been designated as a loan multiplied by one and twenty-five hundredths (1.25)) by (B) the aggregate Capital Contributions made by all Partners (including all Capital Contributions made under this Section). Upon the adjustment of the Partnership Interests in the manner set forth in the preceding sentence, Exhibit A will be deemed to be amended to reflect such adjusted Partnership Interests. Notwithstanding the foregoing, the Delinquent Party will have the right to re-acquire the interest in question from the advancing Non-Delinquent Partner within 30 Days following the date on which such Partnership Interest adjustment is made by paying the entire amount advanced by such Non-Delinquent Partner in return for such adjustment, plus interest thereon at a rate equal to the lesser of (A) the maximum, lawful interest rate, compounded monthly, that is then-currently permitted under applicable Law, or (B) 12% per annum. (ii) To the extent one or more Non-Delinquent Partners (the “Lending Partner,” whether one or more) elects to have an advance made pursuant to Section 4.3(a) constitute a loan to the Delinquent Party, such advance will have the following results (except to the extent otherwise agreed by the Lending Partner and the Delinquent Party, in each such Person’s sole discretion): (A) the sum advanced will constitute a loan from the Lending Partner to the Delinquent Party and a Capital Contribution of that sum to the Company by the Delinquent Party pursuant to the applicable provisions of this Agreement; (B) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the “Obligation”) will be due and payable in whole no later than the tenth Business Day after the Day written demand requesting payment of the Obligation is made by the Lending Partner to the Delinquent Party; provided, however, that the Delinquent Party may prepay the Obligation in whole or in part at any time prior to the date due; (C) the amount lent will bear interest at the Default Interest Rate from the date on which the advance is deemed made until the date on which the loan, together with all interest accrued thereon and all costs and expenses associated therewith (“Costs”), is repaid to the Lending Partner; (D) all distributions from the Company that otherwise would be made to the Delinquent Party (whether before or after dissolution of the Company) instead will be paid to the Lending Partner until the Obligation and any Costs have been paid in full to the Lending Partner (with payments being applied first to accrued and unpaid interest, second to Costs, and finally to principal); (E) the Lending Partner will have the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at Law or in equity, to take any action (including court proceedings and exercising the rights of a secured party under the Uniform Commercial Code of any applicable State) that the Lending Partner may deem appropriate to obtain payment from the Delinquent Party of the Obligation and all Costs; and (F) initially, a loan by any Partner to another Partner as contemplated by this Section 4.3(a)(ii) will not be considered a Capital Contribution by the Lending Partner and will not increase the Capital Account balance of the Lending Partner. Notwithstanding the foregoing, if the principal and interest of any such loan have not been repaid within one year from the date of the loan, the Lending Partner, at any time thereafter by giving written notice to the Company, may elect to have the unpaid principal and interest balance of such loan transferred to and increase such Lending Partner’s Required Contribution Capital Account with a corresponding decrease in the Capital Account of the Partner on whose behalf such loan was made. Upon such transfer, the loan will be treated as a Capital Contribution pursuant and the Partnership Interest for each Partner will be automatically adjusted to this Section 4.5. If a non-equal the percentage obtained by dividing (A) the Capital Account of such Partner (including any Capital Contributions made on behalf of another Partner multiplied by two; provided that the Delinquent Partner so desires Party shall forfeit from its Capital Contributions an amount equal to fund such amount, such non-Delinquent Partner shall so notify each the amount of the Delinquent Party’s Capital Contribution that has not been contributed and has not been designated as a loan) by (B) the aggregate Capital Accounts of all Partners (including all Capital Contributions made on behalf of other non-Delinquent Partners). Upon the adjustment of the Partnership Interests in the manner set forth in the preceding sentence, who shall have five (5) days thereafter Exhibit A will be deemed to elect be amended to participate in reflect such fundingadjusted Partnership Interests. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (Notwithstanding the “NDP Amount”) shall be equal to the product rights of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating nonNon-Delinquent Partners shall be entitled described in Section 4.3(a), the Company, by a vote of a Majority Interest (where the Party in Default is not an Eligible Partner), will have the right to exercise the following remedies with respect to a Party in Default: (i) the Company may at any time take up such shortfall action (allocatedincluding court proceedings) as the Company may deem appropriate to obtain payment by the Delinquent Party of the portion of the Delinquent Party’s Capital Contribution that is in Default, as necessary, based on their respective Percentage Interests). Upon along with all Costs and expenses associated with the collection of such funding as a Delinquent Party’s Capital Contribution, ; and (ii) the Partnership Interest Company may at any time exercise any other rights and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions)remedies available at law or in equity. (c) Notwithstanding anything in this For purposes of Section 4.5 to 4.3(b) above the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests rights of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Lending Partner shall be appropriately adjusted to reflect pari passu as among the Make-Up Contribution (based on total Capital Contributions). If Company and the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required ContributionEligible Partners.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to Member does not contribute by the time required all or any portion of a Required Capital Contribution that such Partner Member (a “"Delinquent Partner”Member") is required to make as provided in this Agreement, thenthe Company (by vote of at least a majority of the Membership Interest remaining after excluding the Membership Interest of the Delinquent Member) may exercise, while on written notice to such Partner is a Delinquent PartnerMembers, each non-one or more of the following remedies: (i) taking such action (including, without limitation, court proceedings) as the Company may deem appropriate to obtain payment by the Delinquent Partner may (but shall have no obligation to) elect to fund all or any Member of the portion of the Delinquent Partner’s Required Member's Capital Contribution that is in default, along with the costs and expenses associated with the collection of such Delinquent Member's Capital Contribution; (ii) permitting the other Members in proportion to their Membership Interest or in such other percentages as they may agree (the "Lending Member," whether one or more), to advance the portion of the Delinquent Member's Capital Contribution that is in default, with the following results: (1) the sum advanced constitutes a loan from the Lending Member to the Delinquent Member and a Capital Contribution of that sum to the Company by the Delinquent Member pursuant to the applicable provisions of this Agreement, (2) the principal balance of the loan and all accrued unpaid interest thereon (collectively, the "Obligation") is due and payable in whole on the tenth Business Day after the day written demand requesting payment of the Obligation is made by the Lending Member to the Delinquent Member, (3) the amount lent bears interest at the Default Interest Rate from the date on which the advance is deemed made until the date that the loan, together with all interest accrued thereon and all costs and expenses associated therewith ("Costs"), is repaid to the Lending Member, (4) all distributions from the Company that otherwise would be made to the Delinquent Member (whether before or after dissolution of the Company) instead shall be paid to the Lending Member until the Obligation and any Costs have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest, second to Costs, and finally to principal), (5) the payment of the Obligation and Costs is secured by a Security Interest in the Delinquent Member's Membership Interest, as more fully set forth in Section 4.03(b), and (6) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant to this Section 4.5. If Agreement or available to it at law or in equity, to take any action (including, without limitation, court proceedings and exercising the rights of a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each secured party under the Uniform Commercial Code of the State of Texas) that the Lending Member may deem appropriate to obtain payment from the Delinquent Member of the Obligation and all Costs; or (iii) exercising any other non-Delinquent Partners, who shall have five rights and remedies available at law or in equity; or (5iv) days thereafter to the other Members (by affirmative vote of at least a majority of the Membership Interests held by such other Members) may elect to participate make any such unpaid Capital Contributions to the Company and adjust the Membership Interest for each Member to equal the percentage obtained by dividing (A) the Capital Account of such Member (including any Capital Contribution made by such Member under this Section) by (B) the aggregate Capital Accounts of all Members (including all Capital Contributions made under this Section). Upon the adjustment of the Membership Interests in the manner set forth in the preceding sentence, Exhibit A shall be deemed to be amended to reflect such fundingadjusted Membership Interests. (b) Each Member grants to the Company and to each Lending Member with respect to any Obligation and Costs owed to such Lending Member by that Member as Delinquent Member pursuant to Section 4.03(a)(ii), as security, equally and ratably, a Security Interest its Membership Interest and the proceeds thereof, all under the Uniform Commercial Code of the State of Texas. The portion that each participating non-Security Interest secures the payment of all Capital Contributions such Member has agreed to make and the payment of any Obligation and Costs owed to a Lending Member by such Member as a Delinquent Partner may fund as Member pursuant to Section 4.03(a)(ii). On any default in the payment of a Capital Contribution pursuant or in the payment of any Obligation or Costs, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Texas with respect to the Security Interest granted in this Section 4.5 (the “NDP Amount”) 4.03(b). Each Member shall be equal execute and deliver to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner Company and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocatedLending Member, as necessaryapplicable, based on their respective Percentage Interestsall financing statements and other instruments that the Company or the Lending Member, as applicable, may request to effectuate and carry out the preceding provisions of this Section 4.03(b). Upon such funding At the option of the Company or Lending Member, as applicable, this Agreement or a carbon, photographic, or other copy hereof may serve as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions)financing statement. (c) Notwithstanding anything In addition to the remedies set forth above in this Section 4.5 to the contrary4.03, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership if any Member is in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required payment of any Initial Capital Contribution, then the other Members (by affirmative vote of at least a majority of the Membership Interests held by such other Members) may expel the Member in Default from the Company and such other Members may purchase (in such percentages as may be determined by such other Members), or cause the Company to purchase, the Membership Interest of the Member in Default, as of the expulsion date, at a price equal to the greater of $1.00 or the balance in the Capital Account of the Member in Default as shown by the Company's books immediately prior to the purchase less (A) all costs incurred or reasonably anticipated to be incurred by the Company and the other Members to remedy the Default and (B) all damages to the Company or the other Members resulting from such Default by giving written notice specifying the expulsion date and purchase. It is the intent of the parties to this Agreement that upon such expulsion and purchase, the Company shall continue to exist and operate without interruption, dissolution or termination, and without impairing or reducing in any way its rights and obligations to third parties.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute Member does not contribute, within 10 Days of the date required, all or any portion of a Required Capital Contribution that such Partner (a “Delinquent Partner”) Member is required to make as provided in this Agreement, thenthe other Members may cause the Company to exercise, while on notice to that Member (the “Non-Contributing Member” ), one or more of the following remedies: (i) taking such Partner is a Delinquent Partner, each nonaction (including court proceedings) as the other Members may deem appropriate to obtain payment by the Non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any Contributing Member of the portion of the Delinquent PartnerNon-Contributing Member’s Required Contribution as a Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amountthat is in default, such non-Delinquent Partner shall so notify each of together with interest thereon at the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following Default Rate from the date that the participating nonCapital Contribution was due until the date that it is made, all at the cost and expense of the Non-Delinquent Partner(sContributing Member; (ii) satisfied permitting the Required Contributionother Members in proportion to their Sharing Ratios or in such other percentages as they may agree (the “Lending Member,” whether one or more), by making to advance the portion of the Non-Contributing Member’s Capital Contribution that is in default, with the following results: (A) the sum advanced constitutes a loan from the Lending Member to the Non-Contributing Member and a Capital Contribution of that sum to the Partnership in an amount equal Company by the Non-Contributing Member pursuant to the Required Contribution applicable provisions of this Agreement, (a “Make-Up Contribution”B) the principal balance of the loan and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied all accrued unpaid interest thereon is due and payable in whole on the tenth Day after written demand therefor by the Lending Member to the Non-Contributing Member, (C) the amount lent bears interest at the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to Day that the advance is deemed made until the date that the Delinquent Partner makes its Makeloan, together with all interest accrued on it, is repaid to the Lending Member, (D) all distributions from the Company that otherwise would be made to the Non-Up Contribution Contributing Member (whether before or after dissolution of the “Default Interest Amount”Company) instead shall be paid to the Lending Member until the loan and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to accrued and unpaid interest and then to principal). If , (E) the payment of the loan and interest accrued on it is secured by a Delinquent Partner cures its delinquency pursuant to security interest in the Non-Contributing Member’s Membership Interest, as more fully set forth in Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b4,02(b), and (BF) secondthe Lending Member has the right, in addition to the respective Capital Accounts other rights and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases remedies granted to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution it pursuant to this Section 4.5(cAgreement or available to it at Law or in equity, to take any action (including court proceedings) or (ii) by funding that the Lending Member may deem appropriate to obtain payment by the nonNon-Delinquent Partner(sContributing Member of the loan and all accrued and unpaid interest on it, at the cost and expense of the Non-Contributing Member; (iii) exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as a Capital Contribution pursuant to more fully set forth in Section 4.5(b4.02(b); or (iv) exercising any other rights and remedies available at Law or in equity. In addition, the Delinquent Partner failure to make such contributions shall no longer be deemed to be constitute a Delinquent Partner Default by the Non-Contributing Member, and the other Members shall have the rights set forth in Article 9 with respect to the unfunded Required Contributionsuch Default.

FAILURE TO CONTRIBUTE. (a) If a Limited Partner fails to contribute does not contribute, within 10 Business Days of the date required, all or any portion of a Required Capital Contribution that such Limited Partner (a “Delinquent Partner”) is required to make as provided in this AgreementSection 4.5(a) or 4.5(b), then, while such Partner is a Delinquent Partner, each non-Delinquent the General Partner may cause the Partnership to exercise, on notice to such Limited Partner (but shall have no obligation tothe “Non-Contributing Limited Partner”), one or more of the following remedies: (i) elect taking such action (including court proceedings) as the General Partner may deem appropriate to fund all or any obtain payment by the Non-Contributing Limited Partner of the portion of the Delinquent Non-Contributing Limited Partner’s Required Contribution as a Capital Contribution that has not been paid, together with interest thereon at the Default Rate from the date that the Capital Contribution was due until the date that it is made, all at the cost and expense of the Non-Contributing Limited Partner; (ii) permitting the other Class A Common Limited Partners and Class B Common Limited Partners, in proportion to their respective Commitments or in such other percentages as they may agree (whether one or more, the “Contributing Limited Partner”) to contribute the portion of the Non-Contributing Limited Partner’s Capital Contribution that has not been paid, with the following results: (A) the Capital Account of the Non-Contributing Limited Partner shall be reduced by an amount equal to one hundred percent (100%) of the Capital Contribution that such Non-Contributing Limited Partner has failed to make (the “Capital Account Reduction”); (B) the Capital Account of the Contributing Limited Partner shall be increased by an amount equal to the absolute value of the Capital Account Reduction; (C) the Sharing Ratio of the Non-Contributing Limited Partner as of the payment date that was specified for the unpaid Capital Contribution (the “Prior Sharing Ratio”) shall be reduced to produce a new Sharing Ratio (the “New Sharing Ratio”) to be calculated according to the following formula: X Total Capital Contributions made to date + the unpaid Capital Contribution (D) the Sharing Ratio of the Contributing Limited Partner shall be increased by an amount equal to the absolute value of the difference between the Prior Sharing Ratio and the New Sharing Ratio; and (E) if the Contributing Limited Partner comprises more than one Limited Partner, the increase in the Contributing Limited Partners’ Capital Accounts and the increase in the Contributing Limited Partners’ Sharing Ratios pursuant to this Section 4.5. If Sections 4.6(a)(ii)(B) and 4.6(a)(ii)(D), respectively, shall be allocated pro rata to each Limited Partner constituting a non-Delinquent Contributing Limited Partner so desires in the proportion to fund such amount, such non-Delinquent Partner shall so notify each the amount of the unpaid Capital Contribution paid by such Contributing Limited Partner; or (iii) exercising any other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate rights and remedies available at law or in such fundingequity. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to Contemporaneously with the execution and delivery of this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fractionAgreement, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent General Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, acknowledges that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior the Partnership has received the full Capital Contributions that the Series B Preferred Limited Partners are required to the Capital Contribution being made by another Partner or make and (ii) on or before the sixtieth (60th) day following the date that the participating nonsuch Series B Preferred Partners are not Non-Delinquent Partner(s) satisfied the Required Contribution, by making a Contributing Limited Partners and are not required to make Subsequent Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Contributions under Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contribution.

FAILURE TO CONTRIBUTE. (a) If a Partner fails to contribute all or any portion of a Required Contribution that such Partner (a “Delinquent Partner”) is required to make as provided in this Agreement, then, while such Partner is a Delinquent Partner, each non-Delinquent Partner may (but shall have no obligation to) elect to fund all or any portion of the Delinquent Partner’s Required Contribution as a Capital Contribution pursuant to this Section 4.5. If a non-Delinquent Partner so desires to fund such amount, such non-Delinquent Partner shall so notify each of the other non-Delinquent Partners, who shall have five (5) days thereafter to elect to participate in such funding. (b) The portion that each participating non-Delinquent Partner may fund as a Capital Contribution pursuant to this Section 4.5 (the “NDP Amount”) shall be equal to the product of (x) the delinquent amount of such Required Contribution multiplied by (y) a fraction, the numerator of which shall be the Percentage Interest then held by such participating non-Delinquent Partner and the denominator of which shall be the aggregate Percentage Interest held by all such participating non-Delinquent Partners; provided, that if any participating non-Delinquent Partner elects to fund less than its full allocation of such amount, the fully participating non-Delinquent Partners shall be entitled to take up such shortfall (allocated, as necessary, based on their respective Percentage Interests). Upon such funding as a Capital Contribution, the Partnership Interest and Percentage Interest of each Partner shall be appropriately adjusted to reflect all such funding (based on total Capital Contributions). (c) Notwithstanding anything in this Section 4.5 to the contrary, the Delinquent Partner may cure such delinquency (i) by contributing its Required Contribution prior to the Capital Contribution being made by another Partner or (ii) on or before the sixtieth (60th) day following the date that the participating non-Delinquent Partner(s) satisfied the Required Contribution, by making a Capital Contribution to the Partnership in an amount equal to the Required Contribution (a “Make-Up Contribution”) and paying to each participating non-Delinquent Partner an amount equal to its respective NDP Amount multiplied by the Default Interest Rate for the period from the date such participating non-Delinquent Partner funded its NDP Amount to the date that the Delinquent Partner makes its Make-Up Contribution (the “Default Interest Amount”). If a Delinquent Partner cures its delinquency pursuant to Section 4.5(c)(ii) by making a Make-Up Contribution and paying the Default Interest Amount, then (A) first, the Partnership shall distribute to each existing Partner that is a participating non-Delinquent Partner the NDP Amount that such participating non-Delinquent Partner funded pursuant to Section 4.5(b), (B) second, the respective Capital Accounts and Percentage Interests of the Partners shall be adjusted with all necessary increases or decreases to return the Partners’ Capital Accounts and Percentage Interests status quo ante application of Section 4.5(b) and (C) third, the Percentage Interest and Partnership Interests of each Partner shall be appropriately adjusted to reflect the Make-Up Contribution (based on total Capital Contributions). If the delinquency is remedied (i) by the Delinquent Partner making its Required Contribution or Make-Up Contribution pursuant to this Section 4.5(c) or (ii) or Make-Up Contribution by funding by the non-Delinquent Partner(s) as a Capital Contribution pursuant to Section 4.5(b4.6(b), the Delinquent Partner shall no longer be deemed to be a Delinquent Partner with respect to the unfunded Required Contribution.