Common use of Failure to Fund Capital Contributions Clause in Contracts

Failure to Fund Capital Contributions. If a Member (a “Defaulting Member”) does not fully fund its Interest Percentage of any required Capital Contribution within the Funding Period, then the Member funding its Interest Percentage of such required Capital Contribution (hereinafter referred to as a “Contributing Member”) may within twenty (20) business days after expiration of the Funding Period (the “Election Period”) deliver notice to the Defaulting Member that such Contributing Member has elected to lend all or a portion of the amount to be contributed by the Defaulting Member (the “Failed Contribution Amount”) to the Defaulting Member and shall delivering an amount equal to the Failed Contribution Amount directly to the Company within ten (10) business days of delivery of such notice (a Contributing Member that elects to make a Member Loan shall be referred to herein as an “Electing Contributing Member”). The amount equal to the Failed Contribution Amount shall be treated as a loan (a “Member Loan”) by the Electing Contributing Member to the Defaulting Member and a capital contribution by the Defaulting Member to the Company. Such Member Loan shall (a) bear interest at fifteen (l5%) percent per annum, (b) be payable in full eighteen (18) months after the date of issuance (such l8-month anniversary, the “Member Loan Maturity Date”) and (c) be repaid, both principal and interest, by the Defaulting Member and by the Company on behalf of the Defaulting Member to the Electing Contributing Member (and any such payment shall be treated for purposes of Article VI as having been distributed to the Defaulting Member) from all funds otherwise distributable to the Defaulting Member pursuant to this Agreement, and no amounts may be distributed to the Defaulting Member pursuant to this Agreement (and shall instead be distributed to the Electing Contributing Member and applied against the Member Loan) until the Member Loan and all accrued interest thereon is paid in full. If the Member Loan is not repaid in full on or prior to the Member Loan Maturity Date, then the Electing Contributing Member shall have the irrevocable right, exercisable at any time after the Member Loan Maturity Date, to convert the Member Loan into a Capital Contribution of the Electing Contributing Member. On the last day of the Election Period and, in the event that a Contributing Member makes a Member Loan, upon the conversion of such Member Loan: (i) the Interest Percentage of such Defaulting Member shall be reduced by a number of percentage points (the “Reduction Amount”) so as to equal the product of a fraction, the numerator of which is (A) the amount of the Deemed Capital Contributions of such Defaulting Member and the denominator of which is (B) the product of the aggregate amount of all Deemed Capital Contributions multiplied by one hundred fifty (120%) percent; and (ii) the Electing Contributing Member’s Interest Percentage or, if there is no Electing Contributing Member, the Contributing Member’s Interest shall be increased by the Reduction Amount. Any Member that shall be a Defaulting Member shall during the pendency of such default lose all right to participate in the management of the Company (including, without limitation, the right to vote on any Company decisions) and all other rights and privileges of a Member pursuant to this Agreement, except for the right to receive such Member’s Interest in profits, losses, allocations and distributions hereunder. For the purpose of this Section 5.4, the “Deemed Capital Contributions” of (a) the ARA Member shall be $2,621,071 and the GDC Members shall be $9,174,929, as of the date hereof, and (b) shall be increased by the amount of any additional Capital Contributions made by such Members after the date hereof.

Failure to Fund Capital Contributions. If a Member (a “Defaulting Member”) does not fully fund its Interest Percentage of any required Capital Contribution within the Funding Period, then the Member funding its Interest Percentage of such required Capital Contribution (hereinafter referred to as a “Contributing Member”) may within twenty (20) business days after expiration of the Funding Period (the “Election Period”) deliver notice to the Defaulting Member that such Contributing Member has elected to lend all or a portion of the amount to be contributed by the Defaulting Member (the “Failed Contribution Amount”) to the Defaulting Member and shall delivering an amount equal to the Failed Contribution Amount directly to the Company within ten (10) business days of delivery of such notice (a Contributing Member that elects to make a Member Loan shall be referred to herein as an “Electing Contributing Member”). The amount equal to the Failed Contribution Amount shall be treated as a loan (a “Member Loan”) by the Electing Contributing Member to the Defaulting Member and a capital contribution by the Defaulting Member to the Company. Such Member Loan shall (a) bear interest at fifteen (l5%) percent per annum, (b) be payable in full eighteen (18) months after the date of issuance (such l8-month anniversary, the “Member Loan Maturity Date”) and (c) be repaid, both principal and interest, by the Defaulting Member and by the Company on behalf of the Defaulting Member to the Electing Contributing Member (and any such payment shall be treated for purposes of Article VI as having been distributed to the Defaulting Member) from all funds otherwise distributable to the Defaulting Member pursuant to this Agreement, and no amounts may be distributed to the Defaulting Member pursuant to this Agreement (and shall instead be distributed to the Electing Contributing Member and applied against the Member Loan) until the Member Loan and all accrued interest thereon is paid in full. If the Member Loan is not repaid in full on or prior to the Member Loan Maturity Date, then the Electing Contributing Member shall have the irrevocable right, exercisable at any time after the Member Loan Maturity Date, to convert the Member Loan into a Capital Contribution of the Electing Contributing Member. On the last day of the Election Period and, in the event that a Contributing Member makes a Member Loan, upon the conversion of such Member Loan: (i) the Interest Percentage of such Defaulting Member shall be reduced by a number of percentage points (the “Reduction Amount”) so as to equal the product of a fraction, the numerator of which is (A) the amount of the Deemed Capital Contributions of such Defaulting Member and the denominator of which is (B) the product of the aggregate amount of all Deemed Capital Contributions multiplied by one hundred fifty (120%) percent; and (ii) the Electing Contributing Member’s Interest Percentage or, if there is no Electing Contributing Member, the Contributing Member’s Interest shall be increased by the Reduction Amount. Any Member that shall be a Defaulting Member shall during the pendency of such default lose all right to participate in the management of the Company (including, without limitation, the right to vote on any Company decisions) and all other rights and privileges of a Member pursuant to this Agreement, except for the right to receive such Member’s Interest in profits, losses, allocations and distributions hereunder. For the purpose of this Section 5.4, the “Deemed Capital Contributions” of (a) the ARA Member shall be $2,621,071 15,142,692 and the GDC Members shall be $9,174,92953,006,237, as of the date hereof, and (b) shall be increased by the amount of any additional Capital Contributions made by such Members after the date hereof.

Failure to Fund Capital Contributions. (a) If a Member Shareholder (any such Shareholder being a “Non-Funding Party”) fails to fund by the required Funding Date all or any portion of its respective Required Contributions or Agreed Contributions (or delivers written notice to the Company and each other Shareholder prior to the required Funding Date that it does not intend to fund all or any portion of its respective Required Contributions or Agreed Contributions), then the Shareholders other than the Non-Funding Party (such other Shareholders, collectively, the “Funding Party”) shall have the right (but not the obligation) to fund any portion of the amount left unfunded (the “Unfunded Amount”). Any amount so funded by the Funding Party (a “Defaulting MemberFunding Amount”) does not fully fund its Interest Percentage of any required Capital Contribution within the Funding Period, then the Member funding its Interest Percentage of such required Capital Contribution (hereinafter referred to shall be treated as a “Contributing Member”subscription for Equity Shares in accordance with Section 7.5(b) below. (b) Subject to Laws, each Funding Party may within twenty (20) business days after expiration Business Days of the required Funding Date deliver written notice to the Company electing to take up some or all of the Funding Period (Amount and instructing the “Election Period”) deliver notice Company to apply such Funding Amount to the Defaulting Member that such Contributing Member has elected to lend all or a portion subscription and purchase of the amount to be contributed by the Defaulting Member Equity Shares (the “Failed Contribution Amount”) to the Defaulting Member and shall delivering an amount equal to the Failed Contribution Amount directly to the Company within ten (10) business days of delivery of shall treat such notice (a Contributing Member that elects to make a Member Loan shall be referred to herein as an “Electing Contributing Member”executed application form in accordance with the Act). The amount equal to the Failed Contribution Amount shall be treated as a loan (a “Member Loan”) by the Electing Contributing Member to the Defaulting Member and a capital contribution by the Defaulting Member to the Company. Such Member Loan shall (a) bear interest at fifteen (l5%) percent per annum, (b) be payable in full eighteen (18) months after the date of issuance (such l8-month anniversary, the “Member Loan Maturity Date”) and (c) be repaid, both principal and interest, by the Defaulting Member and If notices received by the Company on behalf the twentieth (20th) Business Day following the Funding Date in respect of Funding Amounts exceed the aggregate Unfunded Amount then the actual Funding Amount accepted from each Funding Party shall be determined pro rata by reference to the number of Equity Shares held by each Funding Party as a proportion of all Equity Shares held by all Funding Parties. The Company shall apply all such Funding Amounts to the subscription for Equity Shares at a subscription price equal to the Fair Market Value of such Equity Shares on the Funding Date less a discount amount equal to [***] percent ([***]%) of the Defaulting Member to the Electing Contributing Member (and any such payment shall be treated for purposes of Article VI as having been distributed to the Defaulting Member) from all funds otherwise distributable to the Defaulting Member pursuant to Fair Market Value. Notwithstanding anything else set forth in this Agreement, and no amounts may be distributed the non-breaching Party shall not have any right to the Defaulting Member seek indemnification pursuant to Article XIII if such Party has subscribed to Equity Shares in accordance with this Agreement (Section 7.5 at a discount from Fair Market Value. Any election to apply a Funding Amount into Equity Shares per the above shall be considered legally binding as among the Parties, even if the same remains subject to consent or approval by Governmental Authorities or Third Parties, and the Parties agree that should any consent from any such Governmental Authority or Third Party in connection with such conversion not be obtained, they shall instead be distributed to the Electing Contributing Member and applied against the Member Loan) until the Member Loan and all accrued interest thereon is paid in full. If the Member Loan is not repaid in full on or prior to the Member Loan Maturity Date, then the Electing Contributing Member shall have the irrevocable right, exercisable at any time after the Member Loan Maturity Date, to convert the Member Loan into a Capital Contribution of the Electing Contributing Member. On the last day of the Election Period and, in the event that a Contributing Member makes a Member Loan, upon the conversion of such Member Loan: (i) the Interest Percentage of use their best efforts to obtain all such Defaulting Member shall be reduced by a number of percentage points (the “Reduction Amount”) so consents as to equal the product of a fraction, the numerator of which is (A) the amount of the Deemed Capital Contributions of such Defaulting Member promptly as practicable and the denominator of which is (B) the product of the aggregate amount of all Deemed Capital Contributions multiplied by one hundred fifty (120%) percent; and (ii) for as long as and to the Electing Contributing Member’s Interest Percentage orextent that any such consents are not obtained, if there is no Electing Contributing Member, take all actions legally permissible and appropriate such that the Contributing Member’s Interest shall Parties would be increased by the Reduction Amount. Any Member that shall be a Defaulting Member shall during the pendency of such default lose all right to participate in the management of same economic and governing position vis-à-vis the Company (including, without limitation, and each other as if the right above subscription had taken place. The Non-Funding Party shall take all steps and actions required to vote on any Company decisions) and all other rights and privileges of a Member pursuant give effect to this Agreement, except for the right to receive such Member’s Interest in profits, losses, allocations and distributions hereunder. For the purpose provisions of this Section 5.4, the “Deemed Capital Contributions” of (a) the ARA Member shall be $2,621,071 and the GDC Members shall be $9,174,929, as of the date hereof, and (b) shall be increased by the amount of any additional Capital Contributions made by such Members after the date hereof7.5(b).

Failure to Fund Capital Contributions. If a Member (a “Defaulting Member”) does not fully fund its Interest Percentage of any required Capital Contribution within the Funding Period, then the Member funding its Interest Percentage of such required Capital Contribution (hereinafter referred to as a “Contributing Member”) may within twenty (20) business days after expiration of the Funding Period (the “Election Period”) deliver notice to the Defaulting Member that such Contributing Member has elected to lend all or a portion of the amount to be contributed by the Defaulting Member (the “Failed Contribution Amount”) to the Defaulting Member and shall delivering an amount equal to the Failed Contribution Amount directly to the Company within ten (10) business days of delivery of such notice (a Contributing Member that elects to make a Member Loan shall be referred to herein as an “Electing Contributing Member”). The amount equal to the Failed Contribution Amount shall be treated as a loan (a “Member Loan”) by the Electing Contributing Member to the Defaulting Member and a capital contribution by the Defaulting Member to the Company. Such Member Loan shall (a) bear interest at fifteen (l5%) percent per annum, (b) be payable in full eighteen (18) months after the date of issuance (such l8-month anniversary, the “Member Loan Maturity Date”) and (c) be repaid, both principal and interest, by the Defaulting Member and by the Company on behalf of the Defaulting Member to the Electing Contributing Member (and any such payment shall be treated for purposes of Article VI as having been distributed to the Defaulting Member) from all funds otherwise distributable to the Defaulting Member pursuant to this Agreement, and no amounts may be distributed to the Defaulting Member pursuant to this Agreement (and shall instead be distributed to the Electing Contributing Member and applied against the Member Loan) until the Member Loan and all accrued interest thereon is paid in full. If the Member Loan is not repaid in full on or prior to the Member Loan Maturity Date, then the Electing Contributing Member shall have the irrevocable right, exercisable at any time after the Member Loan Maturity Date, to convert the Member Loan into a Capital Contribution of the Electing Contributing Member. On the last day of the Election Period and, in the event that a Contributing Member makes a Member Loan, upon the conversion of such Member Loan: (i) the Interest Percentage of such Defaulting Member shall be reduced by a number of percentage points (the “Reduction Amount”) so as to equal the product of a fraction, the numerator of which is (A) the amount of the Deemed Capital Contributions of such Defaulting Member and the denominator of which is (B) the product of the aggregate amount of all Deemed Capital Contributions multiplied by one hundred fifty (120%) percent; and (ii) the Electing Contributing Member’s Interest Percentage or, if there is no Electing Contributing Member, the Contributing Member’s Interest shall be increased by the Reduction Amount. Any Member that shall be a Defaulting Member shall during the pendency of such default lose all right to participate in the management of the Company (including, without limitation, the right to vote on any Company decisions) and all other rights and privileges of a Member pursuant to this Agreement, except for the right to receive such Member’s Interest in profits, losses, allocations and distributions hereunder. For the purpose of this Section 5.4, the “Deemed Capital Contributions” of (a) the ARA Member shall be $2,621,071 3,382,773 and the GDC Members shall be $9,174,92911,841,227, as of the date hereof, and (b) shall be increased by the amount of any additional Capital Contributions made by such Members after the date hereof.

Failure to Fund Capital Contributions. If a Member (a “Defaulting Member”) does not fully fund its Interest Percentage of any required Capital Contribution within the Funding Period, then the Member funding its Interest Percentage of such required Capital Contribution (hereinafter referred to as a “Contributing Member”) may within twenty (20) business days after expiration of the Funding Period (the “Election Period”) deliver notice to the Defaulting Member that such Contributing Member has elected to lend all or a portion of the amount to be contributed by the Defaulting Member (the “Failed Contribution Amount”) to the Defaulting Member and shall delivering an amount equal to the Failed Contribution Amount directly to the Company within ten (10) business days of delivery of such notice (a Contributing Member that elects to make a Member Loan shall be referred to herein as an “Electing Contributing Member”). The amount equal to the Failed Contribution Amount shall be treated as a loan (a “Member Loan”) by the Electing Contributing Member to the Defaulting Member and a capital contribution by the Defaulting Member to the Company. Such Member Loan shall (a) bear interest at fifteen (l5%) percent per annum, (b) be payable in full eighteen (18) months after the date of issuance (such l8-month anniversary, the “Member Loan Maturity Date”) and (c) be repaid, both principal and interest, by the Defaulting Member and by the Company on behalf of the Defaulting Member to the Electing Contributing Member (and any such payment shall be treated for purposes of Article VI as having been distributed to the Defaulting Member) from all funds otherwise distributable to the Defaulting Member pursuant to this Agreement, and no amounts may be distributed to the Defaulting Member pursuant to this Agreement (and shall instead be distributed to the Electing Contributing Member and applied against the Member Loan) until the Member Loan and all accrued interest thereon is paid in full. If the Member Loan is not repaid in full on or prior to the Member Loan Maturity Date, then the Electing Contributing Member shall have the irrevocable right, exercisable at any time after the Member Loan Maturity Date, to convert the Member Loan into a Capital Contribution of the Electing Contributing Member. On the last day of the Election Period and, in the event that a Contributing Member makes a Member Loan, upon the conversion of such Member Loan: (i) the Interest Percentage of such Defaulting Member shall be reduced by a number of percentage points (the “Reduction Amount”) so as to equal the product of a fraction, the numerator of which is (A) the amount of the Deemed Capital Contributions of such Defaulting Member and the denominator of which is (B) the product of the aggregate amount of all Deemed Capital Contributions multiplied by one hundred fifty (120%) percent; and (ii) the Electing Contributing Member’s Interest Percentage or, if there is no Electing Contributing Member, the Contributing Member’s Interest shall be increased by the Reduction Amount. Any Member that shall be a Defaulting Member shall during the pendency of such default lose all right to participate in the management of the Company (including, without limitation, the right to vote on any Company decisions) and all other rights and privileges of a Member pursuant to this Agreement, except for the right to receive such Member’s Interest in profits, losses, allocations and distributions hereunder. For the purpose of this Section 5.4, the “Deemed Capital Contributions” of (a) the ARA Member shall be $2,621,071 5,661,350 and the GDC Members shall be $9,174,92919,817,271, as of the date hereof, and (b) shall be increased by the amount of any additional Capital Contributions made by such Members after the date hereof.