Non-Payment of Required Capital Contributions. If a Member (the “Delinquent Member”) does not pay the Required Funding Amount, including any adjustments for actual cost, within 60 days after the Delinquent Member’s receipt of the AFE (the “Payment Due Date”), the Delinquent Member’s ownership of Membership Interests shall be adjusted as follows:
(a) If the Delinquent Member has not paid the Required Funding Amount, including any adjustments for actual costs, within 5 Business Days of the Payment Due Date, the Management Council shall deliver a written notice of non-consent election (“Non-Consent Notice”) to the Delinquent Member at any time after the expiration of 5 Business Days following the Payment Due Date. If the Management Council fails or refuses to deliver the Non-Consent Notice, then the Management Council Member representing any Non-Delinquent Member may cause the Non-Consent Notice to be sent to the Delinquent Member on behalf of the Company. Until the Delinquent Member receives the Non-Consent Notice, the Delinquent Member shall have the right to cure its default by paying the unpaid Required Funding Amount.
(b) If at the time the Delinquent Member receives the Non-Consent Notice, the Delinquent Member has not cured its default as provided herein:
(i) the Delinquent Member will be deemed to have elected not to participate in the project to which the Required Funding Amount relates, regardless of any previous approval of, or election to participate in, such project; and special distributions from the Company expected to be payable to OGE Sub under Section 10.2(b) based on the cash flow models prepared by the financial advisors to the Members.
(ii) the Management Council may offer to the other Members (the “Non-Delinquent Members”) the right to contribute the portion of the Required Funding Amount not made by the Delinquent Member (the “Delinquent Required Funding Amount”) on the following terms and conditions:
(A) The Management Council shall immediately notify in writing, or cause the Company to notify in writing, each Non-Delinquent Member that such Member will have the right to contribute a portion of the Delinquent Required Funding Amount based upon such Member’s Membership Interest (the “Participation Notice”). Each Non-Delinquent Member will have 5 Business Days from the date it actually receives the Participation Notice to respond to the Management Council in writing that such Member will contribute its portion of the Delinquent Required Funding Amount, and each such Non-Delinquent Me...
Non-Payment of Required Capital Contributions. If a Member (the “Delinquent Member”) does not pay the Required Funding Amount, including any adjustments for actual cost, within 60 days after the Delinquent Member’s receipt of the AFE (the “Payment Due Date”), the Delinquent Member’s ownership of Membership Interests shall be adjusted as follows:
(a) If the Delinquent Member has not paid the Required Funding Amount, including any adjustments for actual costs, within 5 Business Days of the Payment Due Date, the Management Council shall deliver a written notice of non-consent election (“Non-Consent Notice”) to the Delinquent Member at any time after the expiration of 5 Business Days following the Payment Due Date. If the Management Council fails or refuses to deliver the Non-Consent Notice, then the Management Council Member representing any Non-Delinquent Member may cause the Non-Consent Notice to be sent to the Delinquent Member on behalf of the Company. Until the Delinquent Member receives the Non-Consent Notice, the Delinquent Member shall have the right to cure its default by paying the unpaid Required Funding Amount.
(b) If at the time the Delinquent Member receives the Non-Consent Notice, the Delinquent Member has not cured its default as provided herein:
