Common use of Failure to Fund Capital Contributions Clause in Contracts

Failure to Fund Capital Contributions. If a Member fails to contribute an amount equal to the entire amount required to be contributed by it within the applicable period specified above after the Capital Call Notice (the “Failing Member”), and if the other Member (the “Non-Failing Member”) makes its proportionate contribution within such applicable period and so notifies the Failing Member, and the Failing Member fails fully to remedy its failure to contribute within five (5) days after the giving of a notice by the Non-Failing Member with respect to a failure under this Section 5.04 (the “Notice of Intention”), then one or more of the following may occur, at the option and election of the Non-Failing Member, which election shall be specified in the Notice of Intention: (i) the Non-Failing Member may require the Company to repay immediately to the Non-Failing Member the contribution it made pursuant to the applicable Capital Call Notice, together with interest actually earned thereon by the Company until repayment, if any; (ii) the Non-Failing Member may, but need not, make an additional contribution to the Company not in excess of the amount the Failing Member failed to contribute pursuant to Section 5.03, in which case the Percentage Interests of the Members with respect to the Investment for which Capital Contributions were made in respect of such Capital Call Notice shall be adjusted and reflect the ratio of the Capital Contributions actually made by each Member to the total Capital Contributions actually made by each Member to the total Capital Contributions in respect of such notice, or (iii) the Non-Failing Member may elect to advance to the Company, as a loan to the Failing Member, an amount equal to the amount the Failing Member failed to contribute pursuant to Section 5.03, which loan shall bear interest at an annual rate (compounded semi-annually) equal to the highest rater permitted by applicable law in no event to exceed twenty percent (20%) (a “Member Loan”). During the Term, notwithstanding anything to the contrary, a Member Loan shall be repaid with amounts otherwise distributable by the Company to the Failing Member being delivered directly by the Company to the Non-Failing Member until such Member Loan and all interest thereon is repaid (which payments will be applied first to accrued interest on the outstanding principal balance of such loan and then outstanding principal balance of such loan) and any amounts so applied shall be treated under this Agreement as having been distributed to the Failing Member. Any such loan shall be recourse to the Failing Member and any outstanding balance following dissolution of the Company shall be immediately due and payable by the Failing Member. A Member Loan may be prepaid at any time or from time to time by a Failing Member.

Failure to Fund Capital Contributions. If a Member any Partner fails to contribute an amount (the “Unfunded Amount”) equal to the entire amount Additional Contribution Amount required to be contributed by it such Partner within the applicable period specified above after the Capital Call Notice in Section 4.1 (the “Failing MemberPartner”), and if the then each other Member Partner (the each a “Non-Failing MemberPartner”) makes that has contributed its proportionate contribution entire Additional Contribution Amount within such the applicable period and so notifies notified the Failing Member, and Partner shall (provided that the Failing Member Partner fails fully to remedy its failure to contribute within five (5) days after the giving delivery of a notice by the Non-Failing Member Partner with respect to a such failure under this Section 5.04 (the “Notice of Intention”4.2), then in its sole discretion, have the right to elect either one or more of the following may occur, at the option and election remedies (or a combination thereof) for its pro rata share of the Unfunded Amount (allocated among all Non-Failing MemberPartners, which election shall be specified pro rata in the Notice of Intention: accordance with their respective Percentage Interests or on such other basis as they may agree): (ia) the The Non-Failing Member Partner may require the Company to repay immediately to the Non-Failing Member the contribution it made pursuant to the applicable Capital Call Notice, together with interest actually earned thereon by the Company until repayment, if any; (ii) the Non-Failing Member may, but need not, make an additional contribution to the Company not in excess capital of the amount Partnership of its pro rata share of up to the Failing Member failed to contribute pursuant to Section 5.03Unfunded Amount, in which case the Percentage Interests of the Members with respect to the Investment for which Capital Contributions were made in respect of such Capital Call Notice Partners shall be adjusted and reflect as provided in Section 4.2.1 (the ratio of the Capital Contributions actually made by each Member to the total Capital Contributions actually made by each Member to the total Capital Contributions in respect of such notice, or “Contribution Option”); or (iiib) the The Non-Failing Member Partner may elect to advance to the CompanyPartnership, as a loan to the Failing Member, an amount equal Partner its pro rata share of up to the amount Unfunded Amount on the Failing Member failed to contribute pursuant to terms set forth in Section 5.03, which loan shall bear interest at an annual rate (compounded semi-annually) equal to the highest rater permitted by applicable law in no event to exceed twenty percent (20%) 4.2.2 (a “Member Partner Loan”). During Notwithstanding the Termforegoing provisions of this Section 4.2, notwithstanding anything to the contrary, if a Member Loan shall be repaid with amounts otherwise distributable by the Company to the CBREI Investor is a Failing Member being delivered directly by the Company to the Partner and any CBREI Investor is a Non-Failing Member until Partner, then those CBREI Investors that are Non-Failing Partners, in proportion to their Percentage Interests (or on such Member other basis as they may agree), shall first have the opportunity to elect either the Contribution Option or to make a Partner Loan and all interest thereon is repaid (which payments will be applied first to accrued interest on or a combination thereof) for the outstanding principal balance entire Unfunded Amount of such loan and then outstanding principal balance CBREI Investor that is a Failing Partner. If the CBREI Investors that are Non-Failing Partners do not elect the Contribution Option and/or make Partner Loans with respect to the entirety of such loanUnfunded Amount, within ten Business Days after the expiration of the five-day period described above in this Section 4.2, then PECO-ARC shall have the right, in its sole discretion, to elect either of the options described in clause (a) and any amounts so applied shall be treated under or (b) of this Agreement as having been distributed Section 4.2, with respect to the Failing Member. Any remainder of such loan shall be recourse to the Failing Member and any outstanding balance following dissolution of the Company shall be immediately due and payable by the Failing Member. A Member Loan may be prepaid at any time or from time to time by a Failing MemberUnfunded Amount.

Failure to Fund Capital Contributions. If any Initial Member shall fail to make a capital contribution required to be made pursuant to Section 5.2 in the amount and within the time period specified in the Capital Call (such Initial Member fails is hereinafter referred to contribute as a "Non-Contributing Member"), the Manager shall give notice of such failure to all other Initial Members and the amount of the capital contribution not funded by the Non- Contributing Member (such amount is hereinafter referred to as the "Failed Contribution"), and any Initial Member or Initial Members may fund all or part of such Failed Contribution (each such funding Initial Member is hereinafter referred to as a "Contributing Member"). If more than one Initial Member desires to be a Contributing Member, each such Initial Member shall have the right to fund the amount the Non-Contributing Member(s) failed to fund pro rata in proportion to the relative Percentage Interests of such Contributing Members; provided that, if any such Initial Member funds less than its pro rata share, the other Initial Members shall have the right to fund an amount equal to the entire difference between such first Initial Member's pro rata share and the amount required such first Initial Member actually contributed pursuant to be contributed by it within this sentence, on a pro rata basis in proportion to the applicable period specified above after relative Percentage Interests of such other Initial Members. Upon funding all or any part of a Failed Contribution, any Contributing Member may elect the Capital Call Notice following treatment for the portion (the “Failing "Funded Portion") of the Failed Contribution funded by such Contributing Member”: (a) The Contributing Member may at any time (even after first electing to proceed under paragraph (b) below) elect to treat the Funded Portion as a capital contribution by such Contributing Member with the dilution provided for in Section 5.4 below. (b) The Contributing Member may elect to treat the Funded Portion as a loan (a "Member Loan") by the Contributing Member to the Non- Contributing Member, which Member Loan shall be treated as (i) a demand loan made by the Contributing Member to the Non-Contributing Member (bearing interest at the Default Rate), and if the other Member (the “Non-Failing Member”ii) makes its proportionate contribution within such applicable period and so notifies the Failing Member, and the Failing Member fails fully to remedy its failure to contribute within five (5) days after the giving of as a notice Capital Contribution by the Non-Failing Contributing Member. Any such Loan (to the extent of unpaid principal and interest) shall be recourse only to the Non-Contributing Member's Interest and shall also be payable by the Non- Contributing Member with respect to a failure under this Section 5.04 (the “Notice of Intention”), then one or more on demand of the following may occur, at Contributing Member and shall be repaid (i) directly by the option and election Company on behalf of the Non-Failing Member, which election shall be specified in Contributing Member to the Notice of Intention: (i) the Non-Failing Contributing Member may require the Company to repay immediately from funds otherwise distributable to the Non-Failing Contributing Member the contribution it made pursuant to the applicable Capital Call Notice, together with interest actually earned thereon by the Company until repayment, if any; Section 7.4 or (ii) upon the closing of the transactions contemplated by Section 8.2 hereof. A Contributing Member may, by delivering a notice to the Non-Failing Contributing Member may, but need not, make an additional contribution at any time prior to the Company not in excess of the amount the Failing Member failed to contribute pursuant to Section 5.03, in which case the Percentage Interests of the Members with respect to the Investment for which Capital Contributions were made in respect full repayment of such Capital Call Notice shall be adjusted Member Loan, elect to terminate such loan and reflect the ratio of the Capital Contributions actually made by each Member to the total Capital Contributions actually made by each Member to the total Capital Contributions in respect of such notice, or (iii) have the Non-Failing Contributing Member's Percentage Interest diluted as set forth in Section 5.4, with the entire outstand- ing principal and interest treated as the amount of the Failed Contribu- tion and the Capital Accounts of the Contributing and Non-Contributing Members adjusted accordingly to reflect the outstanding amount of a Member may elect to advance to the Company, Loan as a loan to Capital Contribution by the Failing Contributing Member, an amount equal to not the amount the Failing Member failed to contribute pursuant to Section 5.03, which loan shall bear interest at an annual rate (compounded semiNon-annually) equal to the highest rater permitted by applicable law in no event to exceed twenty percent (20%) (a “Member Loan”)Contributing Member. During the Term, notwithstanding anything to the contrary, a Repayment of any Member Loan shall be repaid with amounts otherwise distributable secured by the Company to the Failing Member being delivered directly by the Company to the Non-Failing Contributing Member's Interest, and the Non- Contributing Member until hereby grants a security interest in such Interest to the Contributing Member who has advanced such Member Loan and all hereby irrevocably appoints such Contributing Member, and any of its agents, officers or employees, as its attorneys-in-fact with full power and authority to prepare and execute any documents, instruments and agree- ments, including, but not limited to, any note evidencing the Member Loan, and such Uniform Commercial Code financing statements, continuation statements, and other security instruments as may be appropriate to perfect and continue such security interest thereon is repaid (which payments will be applied first to accrued interest on the outstanding principal balance in favor of such loan and then outstanding principal balance of such loan) and any amounts so applied shall be treated under this Agreement as having been distributed to the Failing Member. Any such loan shall be recourse to the Failing Member and any outstanding balance following dissolution of the Company shall be immediately due and payable by the Failing Member. A Member Loan may be prepaid at any time or from time to time by a Failing Contributing Member. (c) [INTENTIONALLY OMITTED]

Failure to Fund Capital Contributions. If any Managing Member who is required to fund a Member Capital Call fails to contribute do so in the amount and within the time required under Section 5.2(a) or (b), as applicable ("Non-Contributing Member"), the Manager shall give notice of such failure to all other Managing Members required to make such Capital Contribution, including a statement of the amount of the Capital Contribution not funded by the Non-Contributing Member (such amount is hereinafter referred to as the "Failed Contribution"), and the other such Managing Members may fund all or part of such Failed Contribution (each such funding Member is hereinafter referred to as a "Contributing Member"). If more than one Managing Member desires to be a Contributing Member, each such Member shall have the right to fund the amount the Non-Contributing Member(s) failed to fund pro rata in proportion to the relative Percentage Interests of such Contributing Members; provided that, if any such Contributing Member funds less than its pro rata share, the other Contributing Members shall have the right to fund an amount equal to the entire difference between such first Contributing Member's pro rata share and the amount required such first Member actually contributed pursuant to be contributed by it within this sentence, on a pro rata basis in proportion to the applicable period specified above after relative Percentage Interests of such Contributing Members. Upon funding all or any part of a Failed Contribution, any Contributing Member may elect the Capital Call Notice following treatment for the portion (the “Failing "Funded Portion") of the Failed Contribution funded by such Contributing Member”: (a) The Contributing Member may at any time (even after first electing to proceed under paragraph (b) below) elect to treat the Funded Portion as a capital contribution by such Contributing Member with the dilution provided for in Section 5.4 below. (b) The Contributing Member may elect to treat the Funded Portion as a loan (a "Member Loan") by the Contributing Member to the Non-Contributing Member, which Member Loan shall be treated as (i) a demand loan made by the Contributing Member to the NonContributing Member (bearing interest at the Default Rate), and if the other Member (the “Non-Failing Member”ii) makes its proportionate contribution within such applicable period and so notifies the Failing Member, and the Failing Member fails fully to remedy its failure to contribute within five (5) days after the giving of as a notice Capital Contribution by the Non-Failing Member with respect to a failure under this Section 5.04 (the “Notice of Intention”), then one or more of the following may occur, at the option and election of the Non-Failing Member, which election shall be specified in the Notice of Intention: (i) the Non-Failing Member may require the Company to repay immediately to the Non-Failing Member the contribution it made pursuant to the applicable Capital Call Notice, together with interest actually earned thereon by the Company until repayment, if any; (ii) the Non-Failing Member may, but need not, make an additional contribution to the Company not in excess of the amount the Failing Member failed to contribute pursuant to Section 5.03, in which case the Percentage Interests of the Members with respect to the Investment for which Capital Contributions were made in respect of such Capital Call Notice shall be adjusted and reflect the ratio of the Capital Contributions actually made by each Member to the total Capital Contributions actually made by each Member to the total Capital Contributions in respect of such notice, or (iii) the Non-Failing Member may elect to advance to the Company, as a loan to the Failing Member, an amount equal to the amount the Failing Member failed to contribute pursuant to Section 5.03, which loan shall bear interest at an annual rate (compounded semi-annually) equal to the highest rater permitted by applicable law in no event to exceed twenty percent (20%) (a “Member Loan”). During the Term, notwithstanding anything to the contrary, a Member Loan shall be repaid with amounts otherwise distributable by the Company to the Failing Member being delivered directly by the Company to the Non-Failing Member until such Member Loan and all interest thereon is repaid (which payments will be applied first to accrued interest on the outstanding principal balance of such loan and then outstanding principal balance of such loan) and any amounts so applied shall be treated under this Agreement as having been distributed to the Failing Contributing Member. Any such loan (to the extent of unpaid principal and interest) shall be recourse only to the Failing Member Non-Contributing Member's Interest and any outstanding balance following dissolution of the Company shall also be immediately due and payable by the Failing MemberNon-Contributing Member on demand of the Contributing Member and shall be repaid (i) directly by the Company on behalf of the Non-Contributing Member to the Contributing Member from funds otherwise distributable to the Non-Contributing Member pursuant to Section 7.4 or (ii) upon the closing of the transactions contemplated by Section 8.2 hereof. A Contributing Member Loan may be prepaid may, by delivering a notice to the Non-Contributing Member at any time prior to full repayment of such Member Loan, elect to terminate such loan and have the NonContributing Member's Percentage Interest diluted as set forth in Section 5.4, with the entire outstanding principal and interest treated as the amount of the Failed Contribution and the Capital Accounts of the Contributing and Non-Contributing Members adjusted accordingly to reflect the outstanding amount of a Member Loan as a Capital Contribution by the Contributing Member, not the Non-Contributing Member. Repayment of any Member Loan shall be secured by the Non-Contributing Member's Interest, and the Non-Contributing Member hereby grants a security interest in such Interest to the Contributing Member who has advanced such Member Loan and hereby irrevocably appoints such Contributing Member, and any of its agents, officers or from time employees, as its attorneys-in-fact with full power and authority to time by a Failing prepare and execute any documents, instruments and agreements, including, but not limited to, any note evidencing the Member Loan, and such Uniform Commercial Code financing statements, continuation statements, and other security instruments as may be appropriate to perfect and continue such security interest in favor of such Contributing Member.

Failure to Fund Capital Contributions. If any Member shall fail to make a capital contribution required to be made pursuant to Section 5.2 in the amount and within the time period specified in the Capital Call (such Member fails is hereinafter referred to contribute as a "Non-Contributing Member"), the Manager shall give notice of such failure to all other Members and the amount of the capital contribution not funded by the Non-Contributing Member (such amount is hereinafter referred to as the "Failed Contribution"), and any Member or Members may fund all or part of such Failed Contribution (each such funding Member is hereinafter referred to as a "Contributing Member"). If more than one Member desires to be a Contributing Member, each such Member shall have the right to fund the amount the Non-Contributing Member(s) failed to fund pro rata in proportion to the relative Percentage Interests of such Contributing Members; provided that, if any such Member funds less than its pro rata share, the other Members shall have the right to fund an amount equal to the entire difference between such first Member's pro rata share and the amount required such first Member actually contributed pursuant to be contributed by it within this sentence, on a pro rata basis in proportion to the applicable period specified above after relative Percentage Interests of such other Members. Upon funding all or any part of a Failed Contribution, any Contributing Member may elect the Capital Call Notice following treatment for the portion (the “Failing "Funded Portion") of the Failed Contribution funded by such Contributing Member”: (a) The Contributing Member may at any time (even after first electing to proceed under paragraph (b) below) elect to treat the Funded Portion as a capital contribution by such Contributing Member with the dilution provided for in Section 5.4 below. (b) The Contributing Member may elect to treat the Funded Portion as a loan (a "Member Loan") by the Contributing Member to the Non-Contributing Member, which Member Loan shall be treated as (i) a demand loan made by the Contributing Member to the Non-Contributing Member (bearing interest at the Default Rate), and if the other Member (the “Non-Failing Member”ii) makes its proportionate contribution within such applicable period and so notifies the Failing Member, and the Failing Member fails fully to remedy its failure to contribute within five (5) days after the giving of as a notice Capital Contribution by the Non-Failing Contributing Member. Any such Loan (to the extent of unpaid principal and interest) shall be recourse only to the Non-Contributing Member's Interest and shall also be payable by the Non-Contributing Member with respect to a failure under this Section 5.04 (the “Notice of Intention”), then one or more on demand of the following may occur, at Contributing Member and shall be repaid (i) directly by the option and election Company on behalf of the Non-Failing Contributing Member to the Contributing Member from funds otherwise distributable to the Non-Contributing Member pursuant to Section 7.4 or (ii) upon the closing of the transactions contemplated by Section 8.2 hereof. A Contributing Member may, by delivering a notice to the Non-Contributing Member at any time prior to full repayment of such Member Loan, elect to terminate such loan and have the Non-Contributing Member's Percentage Interest diluted as set forth in Section 5.4, with the entire outstanding principal and interest treated as the amount of the Failed Contribution and the Capital Accounts of the Contributing and Non-Contributing Members adjusted accordingly to reflect the outstanding amount of a Member Loan as a Capital Contribution by the Contributing Member, which election not the Non-Contributing Member. Repayment of any Member Loan shall be specified secured by the Non-Contributing Member's Interest, and the Non-Contributing Member hereby grants a security interest in such Interest to the Notice Contributing Member who has advanced such Member Loan and hereby irrevocably appoints such Contributing Member, and any of Intention: its agents, officers or employees, as its attorneys-in-fact with full power and authority to prepare and execute any documents, instruments and agreements, including, but not limited to, any note evidencing the Member Loan, and such Uniform Commercial Code financing statements, continuation statements, and other security instruments as may be appropriate to perfect and continue such security interest in favor of such Contributing Member. (c) The Contributing Member may elect to treat the total amount funded by such Member (equal to the sum of (i) the Non-Failing Member may require the Company to repay immediately to the Non-Failing Member the contribution it made pursuant to the applicable Capital Call Notice, together with interest actually earned thereon by the Company until repayment, if any; Funded Portion plus (ii) the Non-Failing Member may, but need not, make an additional contribution to the Company not in excess portion of the amount related capital contribution that such Contributing Member was required to fund on account of its Percentage Interest) as a loan (a "Company Loan") by the Failing Contributing Member failed to contribute pursuant to Section 5.03, in which case the Percentage Interests of the Members with respect to the Investment for which Capital Contributions were made in respect of such Capital Call Notice shall be adjusted and reflect the ratio of the Capital Contributions actually made by each Member to the total Capital Contributions actually made by each Member to the total Capital Contributions in respect of such notice, or (iii) the Non-Failing Member may elect to advance to the Company, as a loan to the Failing Member, an amount equal to the amount the Failing Member failed to contribute pursuant to Section 5.03, which loan Company Loan shall bear interest at an annual rate (compounded semi-annually) equal to the highest rater permitted by applicable law in no event to exceed twenty percent (20%) (a “Member Loan”)Default Rate. During the Term, notwithstanding anything to the contrary, a Member Any such Company Loan shall be repaid with amounts otherwise distributable (i) prior to any distributions pursuant to Section 7.1 hereof or (ii) upon closing of the transactions contemplated by the Section 8.2. If more than one Member has a Company Loan owing to it, such repayment shall be made pro rata in proportion to the Failing Member being delivered directly by the relative principal amount of Company to the Non-Failing Member until Loans that each such Member Loan and has outstanding as a percentage of total outstanding Company Loans made by all interest thereon is repaid (which Members. All payments will on Company Loans shall be applied first to pay any accrued interest (at the rates specified in Section 5.4(b)) and then to pay the principal amount thereof, until all such Members shall have received the full amount of principal and accrued interest on the outstanding principal balance of such loan and then outstanding principal balance of such loan) and any amounts so applied shall be treated under this Agreement as having been distributed to the Failing Member. Any such loan shall be recourse to the Failing Member and any outstanding balance following dissolution of the Company shall be immediately due and payable by the Failing Member. A Member Loan may be prepaid at any time or from time to time by a Failing MemberLoans.

Failure to Fund Capital Contributions. If any Managing Member who is required to fund a Member Capital Call fails to contribute do so in the amount and within the time required under Section 5.2(a) or (b), as applicable ("Non-Contributing Member"), the Manager shall give notice of such failure to all other Managing Members required to make such Capital Contribution, including a statement of the amount of the Capital Contribution not funded by the Non-Contributing Member (such amount is hereinafter referred to as the "Failed Contribution"), and the other such Managing Members may fund all or part of such Failed Contribution (each such funding Member is hereinafter referred to as a "Contributing Member"). If more than one Managing Member desires to be a Contributing Member, each such Member shall have the right to fund the amount the Non-Contributing Member(s) failed to fund pro rata in proportion to the relative Percentage Interests of such Contributing Members; PROVIDED that, if any such Contributing Member funds less than its pro rata share, the other Contributing Members shall have the right to fund an amount equal to the entire difference between such first Contributing Member's pro rata share and the amount required such first Member actually contributed pursuant to be contributed by it within this sentence, on a pro rata basis in proportion to the applicable period specified above after relative Percentage Interests of such Contributing Members. Upon funding all or any part of a Failed Contribution, any Contributing Member may elect the Capital Call Notice following treatment for the portion (the “Failing "Funded Portion") of the Failed Contribution funded by such Contributing Member”: (a) The Contributing Member may at any time (even after first electing to proceed under paragraph (b) below) elect to treat the Funded Portion as a capital contribution by such Contributing Member with the dilution provided for in Section 5.4 below. (b) The Contributing Member may elect to treat the Funded Portion as a loan (a "Member Loan") by the Contributing Member to the Non-Contributing Member, which Member Loan shall be treated as (i) a demand loan made by the Contributing Member to the Non- Contributing Member (bearing interest at the Default Rate), and if the other Member (the “Non-Failing Member”ii) makes its proportionate contribution within such applicable period and so notifies the Failing Member, and the Failing Member fails fully to remedy its failure to contribute within five (5) days after the giving of as a notice Capital Contribution by the Non-Failing Member with respect to a failure under this Section 5.04 (the “Notice of Intention”), then one or more of the following may occur, at the option and election of the Non-Failing Member, which election shall be specified in the Notice of Intention: (i) the Non-Failing Member may require the Company to repay immediately to the Non-Failing Member the contribution it made pursuant to the applicable Capital Call Notice, together with interest actually earned thereon by the Company until repayment, if any; (ii) the Non-Failing Member may, but need not, make an additional contribution to the Company not in excess of the amount the Failing Member failed to contribute pursuant to Section 5.03, in which case the Percentage Interests of the Members with respect to the Investment for which Capital Contributions were made in respect of such Capital Call Notice shall be adjusted and reflect the ratio of the Capital Contributions actually made by each Member to the total Capital Contributions actually made by each Member to the total Capital Contributions in respect of such notice, or (iii) the Non-Failing Member may elect to advance to the Company, as a loan to the Failing Member, an amount equal to the amount the Failing Member failed to contribute pursuant to Section 5.03, which loan shall bear interest at an annual rate (compounded semi-annually) equal to the highest rater permitted by applicable law in no event to exceed twenty percent (20%) (a “Member Loan”). During the Term, notwithstanding anything to the contrary, a Member Loan shall be repaid with amounts otherwise distributable by the Company to the Failing Member being delivered directly by the Company to the Non-Failing Member until such Member Loan and all interest thereon is repaid (which payments will be applied first to accrued interest on the outstanding principal balance of such loan and then outstanding principal balance of such loan) and any amounts so applied shall be treated under this Agreement as having been distributed to the Failing Contributing Member. Any such loan (to the extent of unpaid principal and interest) shall be recourse only to the Failing Member Non-Contributing Member's Interest and any outstanding balance following dissolution of the Company shall also be immediately due and payable by the Failing MemberNon-Contributing Member on demand of the Contributing Member and shall be repaid (i) directly by the Company on behalf of the Non-Contributing Member to the Contributing Member from funds otherwise distributable to the Non-Contributing Member pursuant to Section 7.4 or (ii) upon the closing of the transactions contemplated by Section 8.2 hereof. A Contributing Member Loan may be prepaid may, by delivering a notice to the Non-Contributing Member at any time prior to full repayment of such Member Loan, elect to terminate such loan and have the Non- Contributing Member's Percentage Interest diluted as set forth in Section 5.4, with the entire outstanding principal and interest treated as the amount of the Failed Contribution and the Capital Accounts of the Contributing and Non-Contributing Members adjusted accordingly to reflect the outstanding amount of a Member Loan as a Capital Contribution by the Contributing Member, not the Non-Contributing Member. Repayment of any Member Loan shall be secured by the Non-Contributing Member's Interest, and the Non-Contributing Member hereby grants a security interest in such Interest to the Contributing Member who has advanced such Member Loan and hereby irrevocably appoints such Contributing Member, and any of its agents, officers or from time employees, as its attorneys-in-fact with full power and authority to time by a Failing prepare and execute any documents, instruments and agreements, including, but not limited to, any note evidencing the Member Loan, and such Uniform Commercial Code financing statements, continuation statements, and other security instruments as may be appropriate to perfect and continue such security interest in favor of such Contributing Member.

Failure to Fund Capital Contributions. If any Member shall fail to make a capital contribution required to be made pursuant to Section 5.2 in the amount and within the time period specified in the Capital Call (such Member fails is hereinafter referred to contribute as a "Non-Contributing Member"), the Manager shall give notice of such failure to all other Members and the amount of the capital contribution not funded by the Non-Contributing Member (such amount is hereinafter referred to as the "Failed Contribution"), and any Member or Members may fund all or part of such Failed Contribution (each such funding Member is hereinafter referred to as a "Contributing Member"). If more than one Member desires to be a Contributing Member, each such Member shall have the right to fund the amount the Non-Contributing Member(s) failed to fund pro rata in proportion to the relative Percentage Interests of such Contributing Members; provided that, if any such Member funds less than its pro rata share, the other Members shall have the right to fund an amount equal to the entire difference between such first Member's pro rata share and the amount required such first Member actually contributed pursuant to be contributed by it within this sentence, on a pro rata basis in proportion to the applicable period specified above after relative Percentage Interests of such other Members. Upon funding all or any part of a Failed Contribution, any Contributing Member may elect the Capital Call Notice following treatment for the portion (the “Failing "Funded Portion") of the Failed Contribution funded by such Contributing Member”: (a) The Contributing Member may at any time (even after first electing to proceed under paragraph (b) below) elect to treat the Funded Portion as a capital contribution by such Contributing Member with the dilution provided for in Section 5.4 below. (b) The Contributing Member may elect to treat the Funded Portion as a loan (a "Member Loan") by the Contributing Member to the Non- Contributing Member, which Member Loan shall be treated as (i) a demand loan made by the Contributing Member to the Non-Contributing Member (bearing interest at the Default Rate), and if the other Member (the “Non-Failing Member”ii) makes its proportionate contribution within such applicable period and so notifies the Failing Member, and the Failing Member fails fully to remedy its failure to contribute within five (5) days after the giving of as a notice Capital Contribution by the Non-Failing Contributing Member. Any such Loan (to the extent of unpaid principal and interest) shall be recourse only to the Non-Contributing Member's Interest and shall also be payable by the Non- Contributing Member with respect to a failure under this Section 5.04 (the “Notice of Intention”), then one or more on demand of the following may occur, at Contributing Member and shall be repaid (i) directly by the option and election Company on behalf of the Non-Failing Contributing Member to the Contributing Member from funds otherwise distributable to the Non-Contributing Member pursuant to Section 7.4 or (ii) upon the closing of the transactions contemplated by Section 8.2 hereof. A Contributing Member may, by delivering a notice to the Non-Contributing Member at any time prior to full repayment of such Member Loan, elect to terminate such loan and have the Non-Contributing Member's Percentage Interest diluted as set forth in Section 5.4, with the entire outstand- ing principal and interest treated as the amount of the Failed Contribu- tion and the Capital Accounts of the Contributing and Non-Contributing Members adjusted accordingly to reflect the outstanding amount of a Member Loan as a Capital Contribution by the Contributing Member, which election not the Non-Contributing Member. Repayment of any Member Loan shall be specified secured by the Non-Contributing Member's Interest, and the Non- Contributing Member hereby grants a security interest in such Interest to the Notice Contributing Member who has advanced such Member Loan and hereby irrevocably appoints such Contributing Member, and any of Intention: its agents, officers or employees, as its attorneys-in-fact with full power and authority to prepare and execute any documents, instruments and agree- ments, including, but not limited to, any note evidencing the Member Loan, and such Uniform Commercial Code financing statements, continuation statements, and other security instruments as may be appropriate to perfect and continue such security interest in favor of such Contributing Member. (c) The Contributing Member may elect to treat the total amount funded by such Member (equal to the sum of (i) the Non-Failing Member may require the Company to repay immediately to the Non-Failing Member the contribution it made pursuant to the applicable Capital Call Notice, together with interest actually earned thereon by the Company until repayment, if any; Funded Portion plus (ii) the Non-Failing Member may, but need not, make an additional contribution to the Company not in excess portion of the amount related capital contribution that such Contributing Member was required to fund on account of its Percentage Interest) as a loan (a "Company Loan") by the Failing Contributing Member failed to contribute pursuant to Section 5.03, in which case the Percentage Interests of the Members with respect to the Investment for which Capital Contributions were made in respect of such Capital Call Notice shall be adjusted and reflect the ratio of the Capital Contributions actually made by each Member to the total Capital Contributions actually made by each Member to the total Capital Contributions in respect of such notice, or (iii) the Non-Failing Member may elect to advance to the Company, as a loan to the Failing Member, an amount equal to the amount the Failing Member failed to contribute pursuant to Section 5.03, which loan Company Loan shall bear interest at an annual rate (compounded semi-annually) equal to the highest rater permitted by applicable law in no event to exceed twenty percent (20%) (a “Member Loan”)Default Rate. During the Term, notwithstanding anything to the contrary, a Member Any such Company Loan shall be repaid with amounts otherwise distributable (i) prior to any distributions pursuant to Section 7.1 hereof or (ii) upon closing of the transactions contemplated by the Section 8.2. If more than one Member has a Company Loan owing to it, such repayment shall be made pro rata in proportion to the Failing Member being delivered directly by the relative principal amount of Company to the Non-Failing Member until Loans that each such Member Loan and has outstanding as a percentage of total outstanding Company Loans made by all interest thereon is repaid (which Members. All payments will on Company Loans shall be applied first to pay any accrued interest (at the rates specified in Section 5.4(b)) and then to pay the principal amount thereof, until all such Members shall have received the full amount of principal and accrued interest on the outstanding principal balance of such loan and then outstanding principal balance of such loan) and any amounts so applied shall be treated under this Agreement as having been distributed to the Failing Member. Any such loan shall be recourse to the Failing Member and any outstanding balance following dissolution of the Company shall be immediately due and payable by the Failing Member. A Member Loan may be prepaid at any time or from time to time by a Failing MemberLoans.

Failure to Fund Capital Contributions. If a any Member fails shall fail to contribute an make all or any portion of any Capital Contribution required pursuant to Section 6.2 in the amount equal to the entire amount required to be contributed by it and within the applicable time period specified above after the Capital Call Notice therein (the such Member is hereinafter referred to as a “Failing Non-Contributing Member”), and if the other Member (Board of Managers shall give prompt notice to the “Non-Failing Member”) makes its proportionate contribution within Members of such applicable period and so notifies the Failing Member, failure and the Failing Member fails fully to remedy its failure to contribute within five (5) days after amount of the giving of a notice Capital Contribution not funded by the Non-Failing Contributing Member (any such amount not so funded is hereinafter referred to as the “Failed Contribution”), and any Member or Members that is or are (as the case may be) not in default with respect to the Failed Contribution or any contribution required to be made by such Member in connection with such Capital Call may fund all or part of such Failed Contribution (each such funding Member is hereinafter referred to as a “Contributing Member”). If more than one Member desires to be a Contributing Member and such Contributing Members desire to fund together more than the aggregate amount of the Failed Contribution, each such Contributing Member shall have the right to fund the amount the Non-Contributing Member failed to fund pro rata in proportion to the relative Percentage Interests of such Contributing Members. If, after giving effect to the preceding sentence, any amount of such Failed Contribution remains unfunded, (i) in the event more than one Contributing Member elects to fund any additional amount of such Failed Contribution, such Contributing Members may elect to fund any such remaining amount of such Failed Contribution on a pro rata basis or (ii) in the event only one Contributing Member is willing to fund any portion of the remaining unfunded Failed Contribution, such Contributing Member may fund the entire remaining amount of such Failed Contribution. The provisions of the preceding sentence shall continue to apply until either (i) the entire Failed Contribution has been funded by Contributing Members or (ii) in the event the entire amount of such Failed Contribution has not been funded, no Contributing Member is willing to fund any further amount of such Failed Contribution. The portion (the “Funded Portion”) of the Failed Contribution funded by such Contributing Member shall be treated as a Capital Contribution by any such Contributing Member. Any such failure by a Non-Contributing Member to make a Capital Contribution shall result in the dilution of the Percentage Interest of such Non-Contributing Member as provided for in Section 6.4 below. Notwithstanding anything to the contrary contained herein, any failure by a Non-Contributing Member to make a Capital Contribution shall not be a breach of this Agreement and the dilution provided in Section 6.4 shall be the sole and exclusive remedy of the Company and the other Members against a Non-Contributing Member with respect to the failure by a failure under this Section 5.04 (the “Notice of Intention”), then one Non-Contributing Member to make a Regulatory Capital Call or more of the following may occur, at the option Additional Capital Call and election of the Non-Failing Member, which election Contributing Members shall be specified in the Notice of Intention: (i) the Non-Failing Member may require the Company to repay immediately to the Non-Failing Member the contribution it made pursuant to the applicable Capital Call Notice, together with interest actually earned thereon by the Company until repayment, if any; (ii) the Non-Failing Member may, but need not, make an additional contribution have no other or further obligations to the Company not in excess of the amount the Failing Member failed to contribute pursuant to Section 5.03, in which case the Percentage Interests of the Members connection with respect to the Investment for which Capital Contributions were made in respect of such Capital Call Notice shall be adjusted and reflect the ratio of the Capital Contributions actually made by each Member to the total Capital Contributions actually made by each Member to the total Capital Contributions in respect of such notice, or (iii) the Non-Failing Member may elect to advance to the Company, as a loan to the Failing Member, an amount equal to the amount the Failing Member failed to contribute pursuant to Section 5.03, which loan shall bear interest at an annual rate (compounded semi-annually) equal to the highest rater permitted by applicable law in no event to exceed twenty percent (20%) (a “Member Loan”). During the Term, notwithstanding anything to the contrary, a Member Loan shall be repaid with amounts otherwise distributable by the Company to the Failing Member being delivered directly by the Company to the Non-Failing Member until such Member Loan and all interest thereon is repaid (which payments will be applied first to accrued interest on the outstanding principal balance of such loan and then outstanding principal balance of such loan) and any amounts so applied shall be treated under this Agreement as having been distributed to the Failing Member. Any such loan shall be recourse to the Failing Member and any outstanding balance following dissolution of the Company shall be immediately due and payable by the Failing Member. A Member Loan may be prepaid at any time or from time to time by a Failing MemberFailed Contribution.

Failure to Fund Capital Contributions. (a) If a Member fails to contribute an make all or part of any Capital Contribution (such amount equal to its “Unfunded Contribution”) requested under Section 4.2 within thirty (30) days after delivery of written notice from the entire amount required to be contributed by it within the applicable period specified above after the Capital Call Notice Board of such request (the a “Failing Non-Contributing Member”), and if the other Member(s) will have the option, but not be obligated, to contribute to the Company all or part of the Unfunded Contribution (each such Member who funds any part of an Unfunded Contribution, a “Contributing Member”). If the proposed contributions by the Contributing Members exceed the Unfunded Contribution, then each Contributing Member may fund a portion of the Unfunded Contribution on a pro rata basis according to the respective Class A Pro Rata Share or Class B Pro Rata Share (as applicable) of such Contributing Members in place of such Non-Contributing Member. The amount contributed by any Contributing Member in accordance with the foregoing sentence is deemed a “Member Loan”, which will be treated as loaned by such Contributing Member to the Non-Contributing Member (or as applicable under Section 4.2(c), to the “Non-Failing Member”) makes its proportionate contribution within such applicable period and so notifies the Failing MemberCompany), and the Failing Member fails fully to remedy its failure to contribute within five (5) days after the giving of a notice in turn, contributed by the Non-Failing Contributing Member with respect to a failure under this Section 5.04 (the “Notice of Intention”), then one or more Company. The Non- 0135789-0000013 NYO1: 2007119703.11 Contributing Member xxxxxx agrees that the proceeds of the following Member Loan may occur, be paid directly to the Company by such Contributing Member. (b) Any such Member Loan shall bear interest at a rate equal to (i) if such Member Loan is made prior to the option and election satisfaction of the Non-Failing Contributing Member’s applicable Commitment Amount for the relevant period, which election shall be specified [REDACTED], accruing monthly in arrears or (ii) if such Member Loan is made after the Notice satisfaction of Intention: the Non-Contributing Member’s applicable Commitment Amount, [REDACTED], accruing monthly in arrears. (c) If the Non-Contributing Member fails to repay such Member Loan within (i) if such Member Loan is made prior to the satisfaction of the Non-Failing Contributing Member’s applicable Commitment Amount for the relevant period, one-hundred twenty (120) days of the date on which such Member may require Loan was made or (ii) if such Member Loan is made after the Company satisfaction of the Non-Contributing Member’s applicable Commitment Amount for the relevant period, one-hundred twenty (120) days from the end of the Fiscal Year in which such Member Loan was made, then an Event of Default shall occur in respect of such Non- Contributing Member and the Contributing Member shall have the right, at its discretion, to: (i) continue to repay immediately extend such Member Loan, in which case until such time as the Member Loan has been repaid in full by the Non-Contributing Member, all distributions pursuant to this Agreement that would otherwise be paid (whether in cash or in kind) to the Non-Failing Contributing Member the contribution it made pursuant shall be deemed to be paid to such Non-Contributing Member but shall actually be paid directly to the applicable Capital Call Notice, together with interest Contributing Member(s) in proportion to the percentage of the total amount funded that such Contributing Member funded and any such distributions actually earned thereon and irrevocably received by the Company until repayment, if anysuch Contributing Member shall be credited towards and be deemed to constitute repayment of any Member Loan (including principal and interest) actually made by such Contributing Member (“Distribution Diversion”); and/or (ii) convert such Member Loan at the Non-Failing Member may, but need not, make an additional contribution to the Company not in excess of the amount the Failing Member failed to contribute pursuant to Section 5.03Conversion Rate into equity, in which case the Percentage Interests Non- Contributing Member’s Class A Pro Rata Share or Class B Pro Rata Share (as applicable) will be decreased and the Class A Pro Rata Share or Class B Pro Rata Share (as applicable) of the all Contributing Members with shall be increased to reflect their respect to the Investment for which percentages of Capital Contributions were made in respect of such Capital Call Notice shall be adjusted and reflect the ratio of the Capital Contributions actually made by each Member to the total Capital Contributions actually made by each Member to the total Capital Contributions in respect of such notice, or (iii) the Non-Failing Member may elect to advance to the Company, as a loan to the Failing Member, an amount equal to the amount the Failing Member failed to contribute pursuant to Section 5.03, which loan shall bear interest at an annual rate (compounded semiand any then-annually) equal to the highest rater permitted by applicable law current Distribution Diversion in no event to exceed twenty percent (20%) (a “Member Loan”). During the Term, notwithstanding anything to the contrary, a Member Loan shall be repaid with amounts otherwise distributable by the Company to the Failing Member being delivered directly by the Company to the Non-Failing Member until such Member Loan and all interest thereon is repaid (which payments will be applied first to accrued interest on the outstanding principal balance favor of such loan and then outstanding principal balance of such loan) and any amounts so applied Contributing Member shall be treated under this Agreement as having been distributed to the Failing Member. Any such loan shall be recourse to the Failing Member and any outstanding balance following dissolution of the Company shall be immediately due and payable by the Failing Member. A Member Loan may be prepaid at any time or from time to time by a Failing Membercease.

Failure to Fund Capital Contributions. If a Member fails shall fail to contribute an timely make any Capital Contribution required pursuant to this Section 2.2 (such Member being hereinafter referred to as a “Non-Contributing Member”), the Managing Member shall give the other Members notice of the amount equal not funded by the Non-Contributing Member (such amount being hereinafter referred to the entire amount required to be contributed by it within the applicable period specified above after the Capital Call Notice (as the “Failing MemberFailed Contribution”), and if the other Member (the “Non-Failing Member”) makes its proportionate contribution within such applicable period and so notifies the Failing Member, and the Failing Member fails fully to remedy its failure to contribute within five (5) days after the giving of a notice by the Non-Failing Member with respect to a failure under this Section 5.04 (the “Notice of Intention”), then one or more of such other Members shall have funded its ratable share of the following may occurCapital Contribution in question (each a “Contributing Member” and collectively, the “Contributing Members”), each Contributing Member shall have the right to fund its pro rata portion of such Failed Contribution (such amount of all or any part of a Failed Contribution funded by such Contributing Member, the “Funded Amount”), and elect, at the option and election of the Non-Failing Memberits sole election, which election shall be specified in the Notice of Intention: to (i) treat the Non-Failing Member may require the Company to repay immediately to the Non-Failing Member the contribution it made pursuant to the applicable Capital Call Notice, together with interest actually earned thereon by the Company until repayment, if any; (ii) the Non-Failing Member may, but need not, make Funded Amount as an additional contribution unsecured loan to the Company not in excess of the amount the Failing Member failed to contribute pursuant to Section 5.03, in which case the Percentage Interests of the Members with respect to the Investment for which Capital Contributions were made in respect of such Capital Call Notice shall be adjusted and reflect the ratio of the Capital Contributions actually made by each Member to the total Capital Contributions actually made by each Member to the total Capital Contributions in respect of such notice, or (iii) the Non-Failing Member may elect to advance to the Company, as a loan to the Failing Member, an amount equal to the amount the Failing Member failed to contribute pursuant to Section 5.03, which loan shall bear interest at an annual rate (compounded semi-annually) equal to the highest rater permitted by applicable law in no event to exceed twenty percent (20%) (a “Member Loan”), repayable solely out of available cash, and bearing interest at the rate of 15% per annum, compounded monthly as of the end of each calendar month, or (ii) treat such Funded Amount as a Capital Contribution by such Contributing Member, in which event (A) such Contributing Member’s Capital Contribution and Capital Account shall be increased by 115% of such Contributing Member’s Funded Amount, and (B) the Percentage Interest of such Contributing Member shall be increased by such Funded Amount (valued in accordance with the value of Percentage Interests as of the date hereof) and the Percentage Interest of the Non-Contributing Member shall be correspondingly decreased. During Any Member Loan shall be secured by a lien in favor of the Term, notwithstanding anything Contributing Member(s) on the interests of the Non-Contributing Member that owes such obligations. Any Contributing Member or Members electing to the contrary, treat its Funded Amount as a Member Loan shall be repaid with amounts otherwise distributable by the Company to the Failing Member being delivered directly by the Company receive all distributions payable to the Non-Failing Contributing Member pursuant to Section 7.1 below until such time as the Member Loan and shall be paid in full (including all interest thereon is repaid (which payments will be applied first to accrued interest on the outstanding principal balance thereon); provided that if more than one Contributing Member has made a Member Loan in respect of such loan and then outstanding principal balance Non-Contributing Member’s Failed Contribution, each such Contributing Member shall receive its proportionate share of all such distributions based on such Contributing Member’s Member Loan as compared to all Member Loans made in respect of such loanFailed Contribution. In the event that one or more Contributing Members elect to treat their respective Funded Amounts as capital contributions and the Non-Contributing Member subsequently contributes all or any portion of the Failed Contribution amount to the Company pursuant to the 15-day cure period in Section 3.6(a) and any amounts so applied below, (x) such contributed amount shall be treated under this Agreement as having been distributed to the Failing Member. Any such loan Contributing Member(s) pro rata in accordance with their respective Funded Amounts, and (y)(I) the Contributing Members’ Percentage Interests shall be recourse to decreased by such distribution in respect of its Funded Amount and (II) the Failing Member and any outstanding balance following dissolution of the Company Non-Contributing Member’s Percentage Interest shall be immediately due and payable by the Failing Member. A Member Loan may be prepaid at any time or from time to time by a Failing Membercorrespondingly increased.

Failure to Fund Capital Contributions. (a) If a Member fails to contribute an make all or part of any Capital Contribution (such amount equal to its “Unfunded Contribution”) requested under Section 4.2 within thirty (30) days after delivery of written notice from the entire amount required to be contributed by it within the applicable period specified above after the Capital Call Notice Board of such request (the a “Failing Non-Contributing Member”), and if the other Member(s) will have the option, but not be obligated, to contribute to the Company all or part of the Unfunded Contribution (each such Member who funds any part of an Unfunded Contribution, a “Contributing Member”). If the proposed contributions by the Contributing Members exceed the Unfunded Contribution, then each Contributing Member may fund a portion of the Unfunded Contribution on a pro rata basis according to the respective Class A Pro Rata Share or Class B Pro Rata Share (as applicable) of such Contributing Members in place of such Non-Contributing Member. The amount contributed by any Contributing Member in accordance with the foregoing sentence is deemed a “Member Loan”, which will be treated as loaned by such Contributing Member to the Non-Contributing Member (or as applicable under Section 4.2(c), to the “Non-Failing Member”) makes its proportionate contribution within such applicable period and so notifies the Failing MemberCompany), and the Failing Member fails fully to remedy its failure to contribute within five (5) days after the giving of a notice in turn, contributed by the Non-Failing Contributing Member with respect to a failure under this Section 5.04 (the “Notice of Intention”), then one or more Company. The Non-Contributing Member hereby agrees that the proceeds of the following Member Loan may occur, be paid directly to the Company by such Contributing Member. (b) Any such Member Loan shall bear interest at a rate equal to (i) if such Member Loan is made prior to the option and election satisfaction of the Non-Failing Contributing Member’s applicable Commitment Amount for the relevant period, which election shall be specified [REDACTED] per annum, accruing monthly in arrears or (ii) if such Member Loan is made after the Notice satisfaction of Intention: the Non-Contributing Member’s applicable Commitment Amount, [REDACTED] per annum, accruing monthly in arrears. (c) If the Non-Contributing Member fails to repay such Member Loan within (i) if such Member Loan is made prior to the satisfaction of the Non-Failing Contributing Member’s applicable Commitment Amount for the relevant period, one-hundred twenty (120) days of the date on which such Member may require Loan was made or (ii) if such Member Loan is made after the Company satisfaction of the Non-Contributing Member’s applicable Commitment Amount for the relevant period, one-hundred twenty (120) days from the end of the Fiscal Year in which such Member Loan was made, then an Event of Default shall occur in respect of such Non-Contributing Member and the Contributing Member shall have the right, at its discretion, to: (i) continue to repay immediately extend such Member Loan, in which case until such time as the Member Loan has been repaid in full by the Non-Contributing Member, all distributions pursuant to this Agreement that would otherwise be paid (whether in cash or in kind) to the Non-Failing Contributing Member the contribution it made pursuant shall be deemed to be paid to such Non-Contributing Member but shall actually be paid directly to the applicable Capital Call Notice, together with interest Contributing Member(s) in proportion to the percentage of the total amount funded that such Contributing Member funded and any such distributions actually earned thereon and irrevocably received by the Company until repayment, if anysuch Contributing Member shall be credited towards and be deemed to constitute repayment of any Member Loan (including principal and interest) actually made by such Contributing Member (“Distribution Diversion”); and/or (ii) convert such Member Loan at the Non-Failing Member may, but need not, make an additional contribution to the Company not in excess of the amount the Failing Member failed to contribute pursuant to Section 5.03Conversion Rate into equity, in which case the Percentage Interests Non-Contributing Member’s Class A Pro Rata Share or Class B Pro Rata Share (as applicable) will be decreased and the Class A Pro Rata Share or Class B Pro Rata Share (as applicable) of the all Contributing Members with shall be increased to reflect their respect to the Investment for which percentages of Capital Contributions were made in respect of such Capital Call Notice shall be adjusted and reflect the ratio of the Capital Contributions actually made by each Member to the total Capital Contributions actually made by each Member to the total Capital Contributions in respect of such notice, or (iii) the Non-Failing Member may elect to advance to the Company, as a loan to the Failing Member, an amount equal to the amount the Failing Member failed to contribute pursuant to Section 5.03, which loan shall bear interest at an annual rate (compounded semiand any then-annually) equal to the highest rater permitted by applicable law current Distribution Diversion in no event to exceed twenty percent (20%) (a “Member Loan”). During the Term, notwithstanding anything to the contrary, a Member Loan shall be repaid with amounts otherwise distributable by the Company to the Failing Member being delivered directly by the Company to the Non-Failing Member until such Member Loan and all interest thereon is repaid (which payments will be applied first to accrued interest on the outstanding principal balance favor of such loan and then outstanding principal balance of such loan) and any amounts so applied Contributing Member shall be treated under this Agreement as having been distributed to the Failing Member. Any such loan shall be recourse to the Failing Member and any outstanding balance following dissolution of the Company shall be immediately due and payable by the Failing Member. A Member Loan may be prepaid at any time or from time to time by a Failing Membercease.

Failure to Fund Capital Contributions. If any Capital Member shall fail to make a Member fails capital contribution required pursuant to contribute an a Capital Call in the amount equal to the entire amount required to be contributed by it and within the applicable period time periods specified above after the therein (such Capital Call Notice (the Member herein referred to as a “Failing Non-Contributing Member”), and if the Managing Members shall give notice of such failure to all other Member (the “Non-Failing Member”) makes its proportionate contribution within such applicable period and so notifies the Failing Member, Capital Members and the Failing Member fails fully to remedy its failure to contribute within five (5) days after amount of the giving of a notice capital contribution not funded by the Non-Failing Contributing Member (such amount is herein referred to as the “Failed Contribution”) and, within two (2) Business Days after receiving notice of such failure, any Capital Member or Capital Members that is or are not in default with respect to the Failed Contribution or any contribution required to be made in connection with such Capital Call may fund all or part of such Failed Contribution (each such funding Capital Member is hereinafter referred to as a failure “Contributing Member”). If more than one Capital Member desires to be a Contributing Member, each such Capital Member shall have the right to fund a portion of such Failed Contribution pro rata in proportion to the relative Percentage Interests of such Contributing Members. At any time after funding all or part of a Failed Contribution, the Contributing Members may elect to treat the entire amount as one of the following (and if there is more than one Contributing Member, each such Contributing Member may separately make its own election); (a) A Contributing Member may at any time (even after first electing to proceed under this Section 5.04 paragraph (b) or paragraph (c) below) elect to treat the portion (the “Notice of IntentionFunded Portion”), then one or more ) of the following may occur, at Failed Contribution funded by such Contributing Member as a Capital Contribution by such Contributing Member with the option and election dilution of the Non-Failing Member, which election shall be specified Contributing Member provided for in the Notice of Intention: Section 6.4 below. (ib) the Non-Failing Member may require the Company to repay immediately to the Non-Failing Member the contribution it made pursuant to the applicable Capital Call Notice, together with interest actually earned thereon by the Company until repayment, if any; (ii) the Non-Failing Member may, but need not, make an additional contribution to the Company not in excess of the amount the Failing Member failed to contribute pursuant to Section 5.03, in which case the Percentage Interests of the Members with respect to the Investment for which Capital Contributions were made in respect of such Capital Call Notice shall be adjusted and reflect the ratio of the Capital Contributions actually made by each Member to the total Capital Contributions actually made by each Member to the total Capital Contributions in respect of such notice, or (iii) the Non-Failing A Contributing Member may elect to advance to treat the Company, Funded Portion as a loan to the Failing Member, an amount equal to the amount the Failing Member failed to contribute pursuant to Section 5.03, which loan shall bear interest at an annual rate (compounded semi-annually) equal to the highest rater permitted by applicable law in no event to exceed twenty percent (20%) (a “Member Loan”). During the Term, notwithstanding anything ) by such Contributing Member to the contraryNon-Contributing Member, a which Member Loan shall be treated as (i) a demand loan made by the Contributing Member to the Non-Contributing Member (bearing interest at the Default Rate) followed by (ii) a capital contribution by such Non-Contributing Member to the Company. Any such Member Loan (to the extent of unpaid principal and interest) shall be recourse only to the Non-Contributing Member’s Interest and shall be repaid with directly by the Company on behalf of the Non-Contributing Member (A) from any amounts that would otherwise be distributable by to the Non-Contributing Member pursuant to Section 8.1 or Section 10.3 hereof and (B) the proceeds of any sale of the Non Contributing Member’s Interest made pursuant to the terms hereof, prior to such Non-Contributing Member receiving any distributions from the Company or any such proceeds. Any Available Cash Flow, Available Capital Event Proceeds or proceeds of liquidation used to repay such Member Loan shall be applied first to interest and then to principal and shall not be deemed distributions from the Company to the Failing Contributing Member being delivered directly nor affect the Capital Account of the Contributing Member. A Contributing Member may, at any time prior to full repayment of such Member Loan, elect, in its discretion, to terminate such Member Loan and have (x) the entire outstanding principal and accrued and unpaid interest (as of the date of such termination) be treated as a Capital Contribution made by such Contributing Member on the date of such termination, (y) the Non-Contributing Member’s Percentage Interest diluted as set forth in Section 6.4, with the entire outstanding principal and accrued and unpaid interest (as of the date of such termination) deemed to be and treated as the amount of the Funded Portion and (z) the Capital Accounts of the Contributing and Non-Contributing Members adjusted accordingly. At any time, a Non-Contributing Member may tender full payment of a Member Loan to a Contributing Member and such Contributing Member may either accept such payment or elect to proceed pursuant to the immediately preceding sentence. Each Member Loan shall be evidenced by a promissory note. (c) A Contributing Member may elect to treat the entire amount funded by such Capital Member with respect to the Capital Call relating to the Failed Contribution (i.e., both the Funded Portion and the amounts attributable to the Contributing Member’s pro rata share of such Capital Call) as a Company Loan by such Contributing Member to the Company, which Company Loan shall (i) be senior in priority of payment to any amounts otherwise distributable to the Members hereunder and (ii) bear interest at the Default Rate. Any payments made by the Company on such Company Loan shall be applied first to interest and then to principal and shall not be deemed distributions from the Company to the Contributing Member nor affect the Capital Accounts of the Capital Member. A Contributing Member may, at any time prior to full repayment of such Company Loan, elect, in its discretion, to terminate such Company Loan and have (x) the entire outstanding principal and accrued and unpaid interest (as of the date of such termination) be treated as a Capital Contribution made by such Contributing Member on the date of such termination, (y) the Non-Failing Member until such Member Loan and all interest thereon is repaid (which payments will be applied first to accrued interest on Contributing Member’s Percentage Interest diluted as set forth in Section 6.4, with the portion of the outstanding principal balance and accrued and unpaid interest (as of the date of such loan and then outstanding principal balance of such loantermination) and any amounts so applied shall be treated under this Agreement as having been distributed attributable to the Failing amount funded by the Contributing Member on behalf of the Non-Contributing Member in connection with such Capital Call deemed to be and treated as the amount of the Funded Portion and (z) the Capital Accounts of the Contributing and Non-Contributing Member’s adjusted accordingly. Any At any time, the Company may tender full payment of a Company Loan to a Contributing Member and such loan shall be recourse Contributing Member may either accept such payment or elect to proceed pursuant to the Failing Member and any outstanding balance following dissolution of the Company shall be immediately due and payable by the Failing Member. A Member Loan may be prepaid at any time or from time to time by a Failing Memberpreceding sentence.

Failure to Fund Capital Contributions. If a Member fails to contribute an amount equal to the entire amount required to be contributed by it within the applicable period specified above after the Capital Call Notice (the “Failing Member”), and if the other Member (the “Non-Non Failing Member”) makes its proportionate contribution within such applicable period and so notifies the Failing Member, and the Failing Member fails fully to remedy its failure to contribute within five (5) days after the giving of a notice by the Non-Non Failing Member with respect to a failure under this Section 5.04 5.4 (the “Notice of Intention”), then one or more of the following may occur, at the option and election of the Non-Non Failing Member, which election shall be specified in the Notice of Intention: (i) the Non-Non Failing Member may require the Company to repay immediately to the Non-Non Failing Member the contribution it made pursuant to the applicable Capital Call Notice, together with interest actually earned thereon by the Company until repayment, if any; (ii) the Non-Non Failing Member may, but need not, make an additional contribution to the Company not in excess of the amount the Failing Member failed to contribute pursuant to Section 5.035.3, in which case the Percentage Interests of the Members with respect to the Investment for which Capital Contributions were made in respect of such Capital Call Notice shall be adjusted and reflect as provided below in this Section 5.4 (the ratio of the Capital Contributions actually made by each Member to the total Capital Contributions actually made by each Member to the total Capital Contributions in respect of such notice“Contribution Option”), or (iii) the Non-Non Failing Member may, but need not, make an additional contribution to the Company not in excess of the amount the Failing Member failed to contribute pursuant to Section 5.3 as default capital (a “Default Capital Contribution”), or (iv) the Non Failing Member may elect to advance to the Company, as a loan to the Failing Member, an amount equal to the amount the Failing Member failed to contribute pursuant to Section 5.035.3, which loan shall bear interest at an annual rate (compounded semi-semi annually) equal to the highest rater rate permitted by applicable law in no event to exceed twenty eighteen percent (2018%) (a “Member Loan”). During the Term, notwithstanding anything to the contrary, a Member Loan shall be repaid with amounts otherwise distributable by the Company to the Failing Member being delivered directly by the Company to the Non-Non Failing Member until such Member Loan and all interest thereon is repaid (which payments will be applied first to accrued interest on the outstanding principal balance of such loan and then outstanding principal balance of such loan) and any amounts so applied shall be treated under this Agreement as having been distributed to the Failing Member. Any such loan shall be recourse to the Failing Member and any outstanding balance following dissolution of the Company shall be immediately due and payable by the Failing Member. A Member Loan may be prepaid at any time or from time to time by a Failing Member. If requested by the Non Failing Member, any Member Loan shall be structured (i) to qualify as a “real estate asset” under Code § 856(c)(5)(B) or, if such Member Loan cannot so qualify, it (A) shall be structured in such manner as the Non Failing Member determines may be necessary or appropriate to prevent any such Member Loan from giving rise to a violation of the requirements of Code § 856(c)(4) with respect to the PRISA III REIT (in the event that the PRISA III is the Non Failing Member) or Ashford (in the event Ashford is the Non Failing Member) or (B) may be transferred to a taxable REIT subsidiary with respect to the PRISA III REIT or Ashford (as applicable), (ii) to generate income qualified under Code §§ 856(c)(2) and 856(c)(3), and (iii) to contain such terms as the Non Failing Member shall reasonably request to cause such Member Loan to be properly treated as indebtedness for federal income tax purposes, and the Failing Member shall cooperate in such structuring and execute all documents reasonably required in connection therewith. If a Non Failing member elects the Contribution Option above, the Percentage Interests of the Members shall be subject to adjustment, as follows: (i) The Percentage Interest of each Failing Member shall be reduced by an amount equal to 150% x A/B, where A = the share of the contribution required of the Failing Member and contributed by the Non Failing Member, and B = the sum of all unreturned Capital Contributions (other than Preferred Equity Contributions) previously made to the Company after giving effect to the amounts advanced under this section on behalf of the Failing Member; and (ii) The Percentage Interest of the Non Failing Member shall be increased by the decrease in a Failing Member’s Percentage Interest.