Common use of Failure to Make Contributions Clause in Contracts

Failure to Make Contributions. If a Member does not timely contribute capital when required, that Member shall be in default under this Agreement. In such event, the Manager shall send the defaulting Member written notice of such default, giving the Member fourteen (14) days from the date such notice is given to contribute the entire amount of his, her or its required capital contribution (if the defaulting Member did not make a required contribution of property or services, the Company may instead require the defaulting Member to contribute cash equal to that portion of the fair market value of the contribution that has not been made). If the defaulting-Member does not contribute its required capital to the Company within said fourteen (14)-day period, the Manager or the non-defaulting Member may elect any or all of the following remedies: (a) The non-defaulting Members may advance funds to the Company to cover those amounts which the defaulting Member fails to contribute. Amounts which a non-defaulting Member so advances on behalf of the defaulting Member shall become a loan due and owing from the defaulting Member to the non-defaulting Member and bear interest at the rate of ten percent (10%) per annum, payable monthly. All cash distributions otherwise distributable to the defaulting Member under this Agreement shall instead be paid to the non-defaulting Members making such advances until such advances and interest thereon are paid in full. In any event, such advances shall be evidenced by a promissory note and be due and payable by the defaulting Member one (1) year from the date that such advance was made. Any amounts repaid shall first be applied to interest and thereafter to principal. Effective upon a Member becoming a defaulting Member, each Member grants to the non-defaulting Members who advance funds a security interest in his, her or its Economic Interest to secure his, her or its obligation to repay such advances and agrees to execute and deliver a promissory note as described herein together with a security agreement and such UCC- I financing statements and assignments of certificates of membership (or other documents of transfer) as such non-defaulting Members may reasonably request. (b) The defaulting Members shall have no right to receive any distributions from the Company until the non-defaulting Members have first received distributions in an amount equal to the additional capital contributed by each non-defaulting Member to the Company plus a cumulative, non-compounded return thereon at the rate of ten percent (10%) per annum. Each Member acknowledges and agrees that (i) a default by any Member in making a required capital contribution will result in the Company and the non-defaulting Members incurring certain costs and other damages in an amount that would be extremely difficult or impractical to ascertain and (ii) the remedies described in Paragraph 3.03 bear a reasonable relationship to the damages which the Members estimate maybe suffered by the Company and the non-defaulting Members by reason of the failure of the defaulting Member to make any required Capital Contribution and the election of any or all of the above described remedies is not unreasonable under the circumstances existing as of the date hereof.

Failure to Make Contributions. If a Member does not timely contribute capital when required, that Member shall be in default under this Agreement. In such event, the Manager Managers shall send the defaulting Member written notice of such default, giving the Member him or her fourteen (14) days from the date such notice is given to contribute the entire amount of his, his or her or its required capital contribution (if the defaulting Member did not make a required contribution of property or services, the Company may instead require the defaulting Member to contribute cash equal to that portion of the fair market value of the contribution that has not been made)contribution. If the defaulting-defaulting Member does not contribute its his or her required capital to the Company within said fourteen (14)-day period, the Manager Managers or the those non-defaulting Member Members who hold a majority of the Percentage Interests held by all non-defaulting Members may elect any one or all more of the following remedies: (a) A. The non-defaulting Members may advance funds to the Company to cover those amounts which the defaulting Member fails to contribute. Amounts which a non-defaulting Member so advances on behalf of the defaulting Member shall become a loan due and owing from the defaulting Member to the such non-defaulting Member and bear interest at the rate of ten percent (10%) per annum, payable monthly. All cash distributions otherwise distributable to the defaulting Member under this Agreement shall instead be paid to the non-defaulting Members making such advances until such advances and interest thereon are paid in full. In any event, any such advances shall be evidenced by a promissory note in the form of Exhibit “___” and be due and payable by the defaulting Member one (1) year from the date that such advance was made. Any amounts repaid shall first be applied to interest and thereafter to principal. Effective upon a Member becoming a defaulting Member, each Member grants to the non-defaulting Members who advance funds under this Section 3.5A a security interest in his, his or her or its Economic Interest to secure his, his or her or its obligation to repay such advances and agrees to execute and deliver a promissory note as described herein together with a security agreement in the form of Exhibit “___“ and such UCC- I UCC-1 financing statements and assignments of certificates of membership (or other documents of transfer) as such non-defaulting defaulting. Members may reasonably request. B. The Percentage Interests shall be adjusted, in which event each Member’s Percentage Interest shall be a fraction, the numerator of which represents the amount of such Member’s Capital Account and the denominator of which represents the sum of all Members’ Capital Accounts. C. The non-defaulting Members who hold a majority of the Percentage Interests held by all non-defaulting Members may dissolve the Company, in which event the Company shall be wound-up, liquidated and terminated pursuant to Article X. D. The Company or the non-defaulting Members may purchase the defaulting Member’s entire Membership Interest in accordance with the same terms and conditions as those set forth in Article VIII except that the purchase price shall be an amount equal to eighty percent (b80%) of the purchase price determined in accordance with Section 8.3. E. The defaulting Members shall have no right to receive any distributions from the Company until the non-defaulting Members have first received distributions in an amount equal to the additional capital contributed by each non-defaulting Member to the Company plus a cumulative, non-compounded return thereon at the rate of ten percent (10%) per annum. F. The defaulting Member shall lose his or her voting and approval rights under the Act, the Articles and this Agreement until such time as the defaulting Member cures the default. G. The defaulting Member shall lose his or her ability (whether as a Member or a Manager) to actively participate in the management and operations of the Company until such time as the defaulting Member cures the default. H. If the defaulting Member does not make a required contribution of property or services, the Company may require the defaulting Member to contribute cash equal to that portion of the fair market value of the contribution that has not been made. This remedy is in addition to, and not in lieu of any other rights, including the right to specific performance, the remedies listed above in this Section 3.5, or any other rights of the Company or its Members under applicable law. Each Member acknowledges and agrees that (i) a default by any Member in making a required capital contribution will result in the Company and the non-defaulting Members incurring certain costs and other damages in an amount that would be extremely difficult or impractical to ascertain and (ii) the remedies described in Paragraph 3.03 this Section 3.5 bear a reasonable relationship to the damages which the Members estimate maybe may be suffered by the Company and the non-defaulting Members by reason of the failure of the a defaulting Member to make any required an additional Capital Contribution and the election of any or all of the above described remedies is not unreasonable under the circumstances existing as of the date hereof. The election of the Managers or non-defaulting Members, as applicable, to pursue any remedy provided in this Section 3.5 shall not be a waiver or limitation of the right to pursue an additional or different remedy available hereunder or of law or equity with respect to any subsequent default.

Failure to Make Contributions. If a Member does not timely contribute capital when required, that Member shall be in default under this Agreement. In hi such event, the Manager shall send the defaulting Member written notice of such default, giving the Member fourteen (14) days from the date such notice is given to contribute the entire amount of his, her or its required capital contribution (if the defaulting Member did not make a required contribution of property or services, the Company may instead require the defaulting Member to contribute cash equal to that portion of the fair market value of the contribution that has not been made). If the defaulting-defaulting Member does not contribute its required capital to the Company within said fourteen (14)-day period, the Manager or the non-defaulting Member may elect any or all of the following remedies: (a) The non-defaulting Members may advance funds to the Company to cover those amounts which the defaulting Member fails to contribute. Amounts which a non-non- defaulting Member so advances on behalf of the defaulting Member shall become a loan due and owing from the defaulting Member to the non-defaulting Member and bear interest at the rate of ten percent (10%) per annum, payable monthly. All cash distributions otherwise distributable to the defaulting Member under this Agreement shall instead be paid to the non-defaulting Members making such advances until such advances and interest thereon are paid in full. In any event, such advances shall be evidenced by a promissory note and be due and payable by the defaulting Member one (1) year from the date that such advance was made. Any amounts repaid shall first be applied to interest and thereafter to principal. Effective upon a Member becoming a defaulting Member, each Member grants to the non-non- defaulting Members who advance funds a security interest in his, her or its Economic Interest to secure his, her or its obligation to repay such advances and agrees to execute and deliver a promissory note as described herein together with a security agreement and such UCC- I 1 financing statements and assignments of certificates of membership (or other documents of transfer) as such non-non- defaulting Members may reasonably request. (b) The defaulting Members shall have no right to receive any distributions from the Company until the non-defaulting Members have first received distributions in an amount equal to the additional capital contributed by each non-defaulting Member to the Company plus a cumulative, non-compounded return thereon at the rate of ten percent (10%) per annum. Each Member acknowledges and agrees that (i) a default by any Member in making a required capital contribution will result in the Company and the non-defaulting Members incurring certain costs and other damages in an amount that would be extremely difficult or impractical to ascertain and (ii) the remedies described in Paragraph 3.03 bear a reasonable relationship to the damages which the Members estimate maybe suffered by the Company and the non-defaulting Members by reason of the failure of the defaulting Member to make any required Capital Contribution and the election of any or all of the above described remedies is not unreasonable under the circumstances existing as of the date hereof.

Failure to Make Contributions. If a Member does not timely contribute capital when required, that Member shall be in default under this Agreement. In such event, the Manager shall send the defaulting Member written notice of such default, giving the Member fourteen (14) days from the date such notice is given to contribute the entire amount of his, her or its required capital contribution (if the defaulting Member did not make a required contribution of property or services, the Company may instead require the defaulting Member to contribute cash equal to that portion of the fair market value of the contribution that has not been made). If the defaulting-defaulting Member does not contribute its required capital to the Company within said fourteen (14)-day period, the Manager or the non-defaulting Member may elect any or all of the following remedies: (a) The non-defaulting Members may advance funds to the Company to cover those amounts which the defaulting Member fails to contribute. Amounts which a non-defaulting Member so advances on behalf of the defaulting Member shall become a loan due and owing from the defaulting Member to the non-defaulting Member and bear interest at the rate of ten percent (10%) per annum, payable monthly. All cash distributions otherwise distributable to the defaulting Member under this Agreement shall instead be paid to the non-defaulting Members making such advances until such advances and interest thereon are paid in full. In any event, such advances shall be evidenced by a promissory note and be due and payable by the defaulting Member one (1) year from the date that such advance was made. Any amounts repaid shall first be applied to interest and thereafter to principal. Effective upon a Member becoming a defaulting Member, each Member grants to the non-defaulting Members who advance funds a security interest in his, her or its Economic Interest to secure his, her or its obligation to repay such advances and agrees to execute and deliver a promissory note as described herein together with a security agreement and such UCC- I UCC-1 financing statements and assignments of certificates of membership (or other documents of transfer) as such non-non- defaulting Members may reasonably request. (b) The defaulting Members shall have no right to receive any distributions from the Company until the non-defaulting Members have first received distributions in an amount equal to the additional capital contributed by each non-defaulting Member to the Company plus a cumulative, non-compounded return thereon at the rate of ten percent (10%) per annum. Each Member acknowledges and agrees that (i) a default by any Member in making a required capital contribution will result in the Company and the non-defaulting Members incurring certain costs and other damages in an amount that would be extremely difficult or impractical to ascertain and (ii) the remedies described in Paragraph 3.03 bear a reasonable relationship to the damages which the Members estimate maybe may be suffered by the Company and the non-defaulting Members by reason of the failure of the defaulting Member to make any required Capital Contribution and the election of any or all of the above described remedies is not unreasonable under the circumstances existing as of the date hereof.

Failure to Make Contributions. If a Member does not timely contribute capital when required, that Member shall be in default under this Agreement. In such event, the Manager Managers shall send the defaulting Member written notice of such default, giving the Member him or her fourteen (14) days from the date such notice is given to contribute the entire amount of his, his or her or its required capital contribution (if Capital Contribution. a. If the defaulting Member did not make a required contribution of property or services, the Company may instead require the defaulting Member to contribute cash equal to that portion of the fair market value of the contribution that has not been made). If the defaulting-Member does not contribute its his or her required capital to the Company within said fourteen (14)-day period, the Manager Managers or the those non-defaulting Member Members who hold a majority of the Interests held by all non-defaulting Members may elect any one or all more of the following remedies: (ai) The non-defaulting Members may advance funds to the Company to cover those amounts which the defaulting Member fails to contribute. Amounts which a non-defaulting Member so advances on behalf of the defaulting Member shall become a loan due and owing from the defaulting Member to the such non-defaulting Member and bear interest at the rate of ten percent (10%) per annum, payable monthly. All cash distributions otherwise distributable to the defaulting Member under this Agreement shall instead be paid to the non-defaulting Members making such advances until such advances and interest thereon are paid in full. In any event, any such advances shall be evidenced by a secured promissory note in the form of Exhibit A hereto and shall be due and payable by the defaulting Member one (1) year from the date that such advance was made. Any amounts repaid shall first be applied to interest and thereafter to principal. Effective upon a Member becoming a defaulting Member, each Member grants to the non-defaulting Members who advance funds a finds under this Section 3.5(i) (a) security interest in his, her or its Economic Interest to secure his, her or its obligation to repay such advances and agrees to execute and deliver a promissory note as described herein together with a security agreement herein. Any amounts repaid shall first be applied to interest and such UCC- I financing statements and assignments of certificates of membership thereafter to principal. (or other documents of transferii) as such The non-defaulting Members may reasonably requestcontribute all or a portion of the default amount ("Default Contributions"). The number of Units received by the non-defaulting Member for the Default Contributions shall be equal to the quotient of: (1) the product of (a) the amount contributed by the non-defaulting Member pursuant to this Section 3.5(a)(ii); multiplied by (b) 120%; divided by (2) the Appraised Unit Value (determined in accordance with Section 7.2) of a Unit prior to the contribution of the non-defaulting Member. (biii) The non-defaulting Members who hold a majority of the Membership Interests held by all non-defaulting Members may dissolve the Company, in which event the Company shall be wound-up, liquidated and terminated pursuant to Article X. (iv) The Company or the non-defaulting Members or their designees, may purchase the defaulting Member's entire Membership Interest in accordance with the same terms and conditions as those set forth in Article VII except that the purchase price shall be an amount equal to eighty percent (80%) of the Appraised Unit Value (determined in accordance with Section 7.2), prior to the contributions of the non-defaulting Member, times the number of Units owned by the defaulting Member. b. The defaulting Members shall have no right to receive any distributions from the Company until the non-defaulting Members have first received distributions in an amount equal to the additional capital contributed by each non-defaulting Member to the Company plus a cumulative, non-compounded return with interest thereon at the rate of ten percent (10%) per annum. c. The defaulting Member shall lose his or her voting and approval rights under the Act, the Articles and this Agreement. d. The defaulting Member shall lose his or her ability (whether as a Member or a Manager) to actively participate in the management and operations of the Company until such time as the defaulting member cures the default. e. If the defaulting Member does not make a required contribution of property or services, the Company may require the defaulting member to contribute cash equal to that portion of the fair market value of the contribution that has not been made. This right is in addition to, and not in lieu of any other rights, including the right to specific performance, the remedies listed above in this Section 3.5, or any other rights of the Company or its Members under applicable law. Each Member acknowledges and agrees that (i) a default by any Member in making a required capital contribution will result in the Company and the non-defaulting Members incurring certain costs and other damages in an amount that would be extremely difficult or impractical to ascertain and (ii) the remedies described in Paragraph 3.03 this Section 3.5 bear a reasonable relationship to the damages which the Members estimate maybe may be suffered by the Company and the non-non defaulting Members by reason of the failure of the a defaulting Member to make any required an additional Capital Contribution and the election of any or all of the above described remedies is not unreasonable under the circumstances existing as of the date hereof.

Failure to Make Contributions. If a Member does not timely contribute capital when required, that Member shall be in default under this Agreement. In such event, the Manager shall send the defaulting Member written notice of such default, giving the Member him or her fourteen (14) days from the date such notice is given to contribute the entire amount of his, his or her or its required capital contribution Capital Contribution (if the defaulting Member did not make a required contribution of property or services, the Company may instead require the defaulting Member to contribute cash equal to that portion of the fair market value of the contribution that has not been made). If the defaulting-defaulting Member does not contribute its his or her required capital to the Company within said fourteen (14)-day period, the Manager or the those non-defaulting Members who hold a Majority Interest if the defaulting Member is the Manager may elect any one or all more of the following remedies: (a) The non-defaulting Members may advance funds to the Company to cover those amounts which the defaulting Member fails to contribute. Amounts which a non-defaulting Member so advances on behalf of the defaulting Member shall become a loan due and owing from the defaulting Member to the such non-defaulting Member and bear interest at the rate of ten percent (10%) per annum, payable monthly. All cash distributions contributions otherwise distributable to the defaulting Member member under this Agreement shall instead be paid to the non-defaulting Members making such advances until such advances and interest thereon are paid in full. In any event, any such advances shall be evidenced by a promissory note and be due and payable by the defaulting Member one (1) year from the date that such advance was made. , Any amounts repaid shall first be applied to interest and thereafter to principal. Effective upon a Member becoming a defaulting Member, each Member member grants to the non-defaulting Members who advance funds under this Paragraph 3.4 (a) a security interest in his, her or its Economic Interest to secure his, her or its obligation to repay such advances and agrees to execute and deliver a promissory note as described herein together with a security agreement and such UCC- I financing statements and assignments of certificates of membership (or other documents of transfer) as such non-defaulting Members may reasonably request. (b) The defaulting Members shall have no right to receive any distributions from the Company until the non-defaulting Members have first received distributions in an amount equal to the additional capital contributed by each non-defaulting Member to the Company plus a cumulative, non-compounded return thereon at the rate of ten percent (10%) per annum. Each Member acknowledges and agrees that (i) a default by any Member in making a required capital contribution will result in the Company and the non-defaulting Members incurring certain costs and other damages in an amount that would be extremely difficult or impractical to ascertain and (ii) the remedies described in Paragraph 3.03 bear a reasonable relationship to the damages which the Members estimate maybe suffered by the Company and the non-defaulting Members by reason of the failure of the defaulting Member to make any required Capital Contribution and the election of any or all of the above described remedies is not unreasonable under the circumstances existing as of the date hereof.in