Common use of Failure to Fund Capital Contributions Clause in Contracts

Failure to Fund Capital Contributions. (a) If a 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 “Funding Amount”) shall be treated as a 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 of the required Funding Date deliver written notice to the Company electing to take up some or all of the Funding Amount and instructing the Company to apply such Funding Amount to the subscription and purchase of Equity Shares (and the Company shall treat such executed application form in accordance with the Act). If notices received by the Company on 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 Fair Market Value. Notwithstanding anything else set forth in this Agreement, the non-breaching Party shall not have any right to seek indemnification pursuant to Article XIII if such Party has subscribed to Equity Shares in accordance with this 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 (i) use their best efforts to obtain all such consents as promptly as practicable and (ii) for as long as and to the extent that any such consents are not obtained, take all actions legally permissible and appropriate such that the Parties would be in the same economic and governing position vis-à-vis the Company and each other as if the above subscription had taken place. The Non-Funding Party shall take all steps and actions required to give effect to the provisions of this Section 7.5(b).

Failure to Fund Capital Contributions. (a) If a Shareholder Member (any such Shareholder being a “Non-Funding PartyDefaulting Member”) 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 fully fund all or its Interest Percentage of any portion of its respective Required Contributions or Agreed Contributions)required Capital Contribution within the Funding Period, then the Shareholders other than the Non-Funding Party Member funding its Interest Percentage of such required Capital Contribution (such other Shareholders, collectively, the hereinafter referred to as a “Funding PartyContributing Member”) 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 “Funding Amount”) shall be treated as a 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 business days after expiration of the required Funding Date Period (the “Election Period”) deliver written notice to the Company electing Defaulting Member that such Contributing Member has elected to take up some lend all or all a portion of the Funding 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 and instructing directly to the Company within ten (10) business days of delivery of such notice (a Contributing Member that elects to apply such Funding Amount make a Member Loan shall be referred to herein as an “Electing Contributing Member”). The amount equal to the subscription Failed Contribution Amount shall be treated as a loan (a “Member Loan”) by the Electing Contributing Member to the Defaulting Member and purchase 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 Equity Shares issuance (such l8-month anniversary, the “Member Loan Maturity Date”) and (c) be repaid, both principal and interest, by the Company shall treat such executed application form in accordance with the Act). If notices received Defaulting Member and by the Company on behalf of the twentieth Defaulting Member to the Electing Contributing Member (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 and any such payment shall be determined pro rata by reference treated for purposes of Article VI as having been distributed to the number of Equity Shares held by each Funding Party as a proportion of Defaulting Member) from all Equity Shares held by all Funding Parties. The Company shall apply all such Funding Amounts funds otherwise distributable to the subscription for Equity Shares at a subscription price equal Defaulting Member pursuant to the Fair Market Value of such Equity Shares on the Funding Date less a discount amount equal to [***] percent ([***]%) of the Fair Market Value. Notwithstanding anything else set forth in this Agreement, and no amounts may be distributed to the non-breaching Party shall not have any right to seek indemnification Defaulting Member pursuant to Article XIII if 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 Party has subscribed to Equity Shares in accordance with this 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 Member Loan: (i) use their best efforts the Interest Percentage of such Defaulting Member shall be reduced by a number of percentage points (the “Reduction Amount”) so as to obtain 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 such consents as promptly as practicable and Deemed Capital Contributions multiplied by one hundred fifty (120%) percent; and (ii) for as long as and 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 the extent that any such consents are not obtained, take all actions legally permissible and appropriate such that the Parties would be participate in the same economic and governing position vis-à-vis management of the Company (including, without limitation, the right to vote on any Company decisions) and each all other as if rights and privileges of a Member pursuant to this Agreement, except for the above subscription had taken placeright to receive such Member’s Interest in profits, losses, allocations and distributions hereunder. The Non-Funding Party shall take all steps and actions required to give effect to For the provisions purpose of this Section 7.5(b)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. (a) If a Shareholder Member (any such Shareholder being a “Non-Funding PartyDefaulting Member”) 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 fully fund all or its Interest Percentage of any portion of its respective Required Contributions or Agreed Contributions)required Capital Contribution within the Funding Period, then the Shareholders other than the Non-Funding Party Member funding its Interest Percentage of such required Capital Contribution (such other Shareholders, collectively, the hereinafter referred to as a “Funding PartyContributing Member”) 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 “Funding Amount”) shall be treated as a 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 business days after expiration of the required Funding Date Period (the “Election Period”) deliver written notice to the Company electing Defaulting Member that such Contributing Member has elected to take up some lend all or all a portion of the Funding 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 and instructing directly to the Company within ten (10) business days of delivery of such notice (a Contributing Member that elects to apply such Funding Amount make a Member Loan shall be referred to herein as an “Electing Contributing Member”). The amount equal to the subscription Failed Contribution Amount shall be treated as a loan (a “Member Loan”) by the Electing Contributing Member to the Defaulting Member and purchase 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 Equity Shares issuance (such l8-month anniversary, the “Member Loan Maturity Date”) and (c) be repaid, both principal and interest, by the Company shall treat such executed application form in accordance with the Act). If notices received Defaulting Member and by the Company on behalf of the twentieth Defaulting Member to the Electing Contributing Member (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 and any such payment shall be determined pro rata by reference treated for purposes of Article VI as having been distributed to the number of Equity Shares held by each Funding Party as a proportion of Defaulting Member) from all Equity Shares held by all Funding Parties. The Company shall apply all such Funding Amounts funds otherwise distributable to the subscription for Equity Shares at a subscription price equal Defaulting Member pursuant to the Fair Market Value of such Equity Shares on the Funding Date less a discount amount equal to [***] percent ([***]%) of the Fair Market Value. Notwithstanding anything else set forth in this Agreement, and no amounts may be distributed to the non-breaching Party shall not have any right to seek indemnification Defaulting Member pursuant to Article XIII if 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 Party has subscribed to Equity Shares in accordance with this 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 Member Loan: (i) use their best efforts the Interest Percentage of such Defaulting Member shall be reduced by a number of percentage points (the “Reduction Amount”) so as to obtain 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 such consents as promptly as practicable and Deemed Capital Contributions multiplied by one hundred fifty (120%) percent; and (ii) for as long as and 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 the extent that any such consents are not obtained, take all actions legally permissible and appropriate such that the Parties would be participate in the same economic and governing position vis-à-vis management of the Company (including, without limitation, the right to vote on any Company decisions) and each all other as if rights and privileges of a Member pursuant to this Agreement, except for the above subscription had taken placeright to receive such Member’s Interest in profits, losses, allocations and distributions hereunder. The Non-Funding Party shall take all steps and actions required to give effect to For the provisions purpose of this Section 7.5(b)5.4, the “Deemed Capital Contributions” of (a) the ARA Member shall be $3,382,773 and the GDC Members shall be $11,841,227, 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. (a) If a Shareholder Member (any such Shareholder being a “Non-Funding PartyDefaulting Member”) 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 fully fund all or its Interest Percentage of any portion of its respective Required Contributions or Agreed Contributions)required Capital Contribution within the Funding Period, then the Shareholders other than the Non-Funding Party Member funding its Interest Percentage of such required Capital Contribution (such other Shareholders, collectively, the hereinafter referred to as a “Funding PartyContributing Member”) 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 “Funding Amount”) shall be treated as a 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 business days after expiration of the required Funding Date Period (the “Election Period”) deliver written notice to the Company electing Defaulting Member that such Contributing Member has elected to take up some lend all or all a portion of the Funding 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 and instructing directly to the Company within ten (10) business days of delivery of such notice (a Contributing Member that elects to apply such Funding Amount make a Member Loan shall be referred to herein as an “Electing Contributing Member”). The amount equal to the subscription Failed Contribution Amount shall be treated as a loan (a “Member Loan”) by the Electing Contributing Member to the Defaulting Member and purchase 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 Equity Shares issuance (such l8-month anniversary, the “Member Loan Maturity Date”) and (c) be repaid, both principal and interest, by the Company shall treat such executed application form in accordance with the Act). If notices received Defaulting Member and by the Company on behalf of the twentieth Defaulting Member to the Electing Contributing Member (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 and any such payment shall be determined pro rata by reference treated for purposes of Article VI as having been distributed to the number of Equity Shares held by each Funding Party as a proportion of Defaulting Member) from all Equity Shares held by all Funding Parties. The Company shall apply all such Funding Amounts funds otherwise distributable to the subscription for Equity Shares at a subscription price equal Defaulting Member pursuant to the Fair Market Value of such Equity Shares on the Funding Date less a discount amount equal to [***] percent ([***]%) of the Fair Market Value. Notwithstanding anything else set forth in this Agreement, and no amounts may be distributed to the non-breaching Party shall not have any right to seek indemnification Defaulting Member pursuant to Article XIII if 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 Party has subscribed to Equity Shares in accordance with this 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 Member Loan: (i) use their best efforts the Interest Percentage of such Defaulting Member shall be reduced by a number of percentage points (the “Reduction Amount”) so as to obtain 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 such consents as promptly as practicable and Deemed Capital Contributions multiplied by one hundred fifty (120%) percent; and (ii) for as long as and 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 the extent that any such consents are not obtained, take all actions legally permissible and appropriate such that the Parties would be participate in the same economic and governing position vis-à-vis management of the Company (including, without limitation, the right to vote on any Company decisions) and each all other as if rights and privileges of a Member pursuant to this Agreement, except for the above subscription had taken placeright to receive such Member’s Interest in profits, losses, allocations and distributions hereunder. The Non-Funding Party shall take all steps and actions required to give effect to For the provisions purpose of this Section 7.5(b)5.4, the “Deemed Capital Contributions” of (a) the ARA Member shall be $5,661,350 and the GDC Members shall be $19,817,271, 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.

Failure to Fund Capital Contributions. (a) If a Shareholder Member (any such Shareholder being a “Non-Funding PartyDefaulting Member”) 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 fully fund all or its Interest Percentage of any portion of its respective Required Contributions or Agreed Contributions)required Capital Contribution within the Funding Period, then the Shareholders other than the Non-Funding Party Member funding its Interest Percentage of such required Capital Contribution (such other Shareholders, collectively, the hereinafter referred to as a “Funding PartyContributing Member”) 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 “Funding Amount”) shall be treated as a 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 business days after expiration of the required Funding Date Period (the “Election Period”) deliver written notice to the Company electing Defaulting Member that such Contributing Member has elected to take up some lend all or all a portion of the Funding 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 and instructing directly to the Company within ten (10) business days of delivery of such notice (a Contributing Member that elects to apply such Funding Amount make a Member Loan shall be referred to herein as an “Electing Contributing Member”). The amount equal to the subscription Failed Contribution Amount shall be treated as a loan (a “Member Loan”) by the Electing Contributing Member to the Defaulting Member and purchase 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 Equity Shares issuance (such l8-month anniversary, the “Member Loan Maturity Date”) and (c) be repaid, both principal and interest, by the Company shall treat such executed application form in accordance with the Act). If notices received Defaulting Member and by the Company on behalf of the twentieth Defaulting Member to the Electing Contributing Member (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 and any such payment shall be determined pro rata by reference treated for purposes of Article VI as having been distributed to the number of Equity Shares held by each Funding Party as a proportion of Defaulting Member) from all Equity Shares held by all Funding Parties. The Company shall apply all such Funding Amounts funds otherwise distributable to the subscription for Equity Shares at a subscription price equal Defaulting Member pursuant to the Fair Market Value of such Equity Shares on the Funding Date less a discount amount equal to [***] percent ([***]%) of the Fair Market Value. Notwithstanding anything else set forth in this Agreement, and no amounts may be distributed to the non-breaching Party shall not have any right to seek indemnification Defaulting Member pursuant to Article XIII if 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 Party has subscribed to Equity Shares in accordance with this 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 Member Loan: (i) use their best efforts the Interest Percentage of such Defaulting Member shall be reduced by a number of percentage points (the “Reduction Amount”) so as to obtain 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 such consents as promptly as practicable and Deemed Capital Contributions multiplied by one hundred fifty (120%) percent; and (ii) for as long as and 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 the extent that any such consents are not obtained, take all actions legally permissible and appropriate such that the Parties would be participate in the same economic and governing position vis-à-vis management of the Company (including, without limitation, the right to vote on any Company decisions) and each all other as if rights and privileges of a Member pursuant to this Agreement, except for the above subscription had taken placeright to receive such Member’s Interest in profits, losses, allocations and distributions hereunder. The Non-Funding Party shall take all steps and actions required to give effect to For the provisions purpose of this Section 7.5(b)5.4, the “Deemed Capital Contributions” of (a) the ARA Member shall be $15,142,692 and the GDC Members shall be $53,006,237, 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.