Common use of Default in Making Contributions Clause in Contracts

Default in Making Contributions. (a) If a Venturer Defaults in making a contribution or cash call required pursuant to Sections 5.1(b) or 5.2, the Non-Defaulting Venturer may advance the defaulted contribution on behalf of the Defaulting Venturer. The Non-Defaulting Venturer may at its election treat such advance, together with accrued interest, as a demand loan to the Defaulting Venturer bearing interest from the date of the advance at the rate provided in Section 10.2(b)(ii). The failure to repay said loan within thirty (30) days of notice of demand shall be an event of Default pursuant to Article X. Each Venturer hereby grants to the other a security interest in its rights under this Agreement and in its Participating Interest in the Assets, and the proceeds therefrom, to secure any loan made hereunder, including the interest thereon, reasonable attorney's fees and all other reasonable costs and expenses incurred in enforcing such lien or security interest, or both. Each Venturer hereby irrevocably appoints the other its attorney-in-fact to execute, file and record all instruments necessary to perfect or effectuate the provisions hereof. No later than the end of the fiscal year in which such advance was made the Non-Defaulting Venturer shall be entitled to receive the amount of such advance plus interest from the Defaulting Venturer. At its election, the Non-Defaulting Venturer may, in lieu of receiving repayment of the advance plus interest from the Defaulting Venturer, instruct the Joint Venture to make a preferential cash distribution equal to the amount of such advance plus a 10% rate of return. No distributions (other than amounts required to pay income taxes on Joint Venture income if any cash is available) shall be made to a Defaulting Venturer until such advance has been repaid. In addition, the amount of such advance, plus interest thereon, shall be credited to the Non-Defaulting Venturer's Capital Account. Upon return of such advance, the amount of such repaid advance, plus interest or other return, shall be deducted from the Non- Defaulting Venturer's Capital Account. 92

Default in Making Contributions. (a) If on or after the Funding Commencement Date a Venturer Defaults Member defaults in making a contribution under Section 9.2 as required by an approved Program and Budget in respect of which as provided in Section 8.8 it has elected, or cash call required pursuant is deemed to Sections 5.1(b) or 5.2have elected, to contribute, the Nonnon-Defaulting Venturer may defaulting Member may, in addition to all other rights and remedies available to it, advance the defaulted contribution on behalf of the Defaulting Venturer. The Non-Defaulting Venturer may at its election defaulting Member and treat such advancethe same, together with any accrued interest, as a demand loan to the Defaulting Venturer defaulting Member bearing interest from the date of the advance at the rate provided in Section 10.2(b)(ii9.3 (“Cover Loan”). The failure to repay said loan within thirty (30) days of notice of the Cover Loan upon demand shall be an event a default. A non-defaulting Member may elect any applicable remedy under Section 5.75.7(b) or any other rights and remedies available to such Member at law or in equity. All such remedies shall be cumulative and, except as otherwise provided herein, the election of Default pursuant to Article X. Each Venturer hereby grants one or more remedies shall not waive the election of any other remedies. On or at any time after a non-defaulting Member has advanced a Cover Loan, the defaulting Member shall, when requested in writing by the non-defaulting Member, grant to the non-defaulting Member a first-ranking charge, mortgage, security agreement, debenture or other a form of security interest specified by the non-defaulting Member over the defaulting Member’s Membership Interest (including the defaulting Member’s share of Products or cash entitlements in its rights under this Agreement and in its Participating Interest in accordance with Article 10) on terms satisfactory to the Assets, and the proceeds therefrom, non-defaulting Member to secure any loan made hereunder, including the interest thereon, reasonable attorney's fees and all other reasonable costs and expenses incurred in enforcing such lien or security interest, or both. Each Venturer hereby irrevocably appoints repayment by the other its attorney-in-fact to execute, file and record all instruments necessary to perfect or effectuate the provisions hereof. No later than the end defaulting Member of the fiscal year in which such advance was made Cover Loan. The defaulting Member covenants and agrees with the Nonnon-Defaulting Venturer shall be entitled defaulting Member that it shall, promptly at any time and from time to receive time at the amount of such advance plus interest from the Defaulting Venturer. At its election, the Non-Defaulting Venturer may, in lieu of receiving repayment request and cost of the advance plus interest from the Defaulting Venturerdefaulting Member, instruct the Joint Venture to make a preferential cash distribution equal execute and deliver to the amount non-defaulting Member all deeds, instruments and other documents and do all acts and things which the non-defaulting Member may require for the purpose of granting such advance plus a 10% rate charge, mortgage, security agreement, debenture and other forms of return. No distributions (other than amounts required to pay income taxes on Joint Venture income if any cash is available) shall be made to a Defaulting Venturer until security interest over the defaulting Member’s Membership Interest and for the purpose of registering such advance has been repaid. In addition, the amount of such advance, plus interest thereon, shall be credited to the Non-Defaulting Venturer's Capital Account. Upon return of such advance, the amount of such repaid advance, plus interest or other return, shall be deducted from the Non- Defaulting Venturer's Capital Account. 92security interests.

Default in Making Contributions. (a) If during the Period of Joint Operations a Venturer Defaults Participant elects to contribute to an approved Program and Budget and then defaults in making its obligation to pay a contribution or cash call required pursuant to Sections 5.1(b) or 5.2hereunder, the Non-Defaulting Venturer other Participant, by notice to the defaulting Participant, may advance the defaulted at any time, but shall not be obligated to, elect to make such contribution or meet such cash call on behalf of the Defaulting Venturerdefaulting Participant (a "Cover Payment"). The Non-Defaulting Venturer may at its election treat If more than one Cover Payment is made by the other Participant, such advance, together with accrued interest, as a demand loan Cover Payments shall be aggregated and the rights and remedies described herein pertaining to an individual Cover Payment shall be read to apply to the Defaulting Venturer bearing aggregated Cover Payments. Each Cover Payment shall constitute indebtedness due from the defaulting Participant to the non-defaulting Participant, which indebtedness shall be payable upon demand and shall bear interest from the date incurred, payable upon demand or, in the absence of any demand, on the advance last day of each calendar month, at the rate provided specified in Section 10.2(b)(ii)10.3. The failure to repay said loan within thirty (30) days of notice of demand shall be an event of Default pursuant to Article X. Each Venturer Participant hereby grants to the other a Participant, as security interest in its rights for the performance of all obligations arising under this Agreement and in its Participating Interest in the Assets, and the proceeds therefrom, to secure any loan made hereunderAgreement, including the repayment of the indebtedness referred to in Section 6.4(b) above (together with interest thereon, reasonable attorney's attorneys' fees and all other reasonable costs and expenses incurred in collecting payment of such indebtedness and enforcing such lien or security interest), a security interest, mortgage and lien (hereinafter a "security interest") in and on such Participant's right, title and interest in, whenever acquired or botharising, (i) the Assets, (ii) its rights under this Agreement, and (iii) its Participating Interest, together with all products, proceeds and accessions of the foregoing. Each Venturer Participant hereby represents and warrants to the other Participant that such security interest ranks prior to any and all other security interests. Each Participant hereby agrees to take all action necessary to perfect such security interest and irrevocably appoints the other Participant as its attorney-in-fact to execute, file and record all instruments financing statements and any other documents necessary to perfect or effectuate maintain such security interest or otherwise give effect to the provisions hereof. No later than Each Participant hereby agrees that it shall not execute, foreclose or otherwise take action to enforce such security interest except upon 30 days' prior notice to the end defaulting Participant, provided that the foregoing shall not prohibit the taking of any action to make, prove or protect a claim in any bankruptcy or insolvency proceeding of the fiscal year in which such advance was made defaulting Participant. Upon completion of execution, foreclosure or other action to enforce the Non-Defaulting Venturer security interest described herein, the defaulting Participant shall be entitled deemed to receive have withdrawn from this Agreement and shall relinquish its entire Participating Interest. In the amount event the defaulting Participant is subjected to execution or foreclosure proceedings pursuant to the terms of such advance plus interest this Section, to the extent allowed by applicable law the defaulting Participant waives any available right of redemption from and after the Defaulting Venturer. At its electiondate of judgment, the Non-Defaulting Venturer may, in lieu of receiving repayment any required valuation or appraisal of the advance plus interest from mortgaged or secured property prior to sale, any available right to stay execution or to require a marshalling of assets and any required bond in the Defaulting Venturer, instruct the Joint Venture to make event a preferential cash distribution equal to the amount of such advance plus a 10% rate of return. No distributions (other than amounts required to pay income taxes on Joint Venture income if any cash receiver is available) shall be made to a Defaulting Venturer until such advance has been repaidappointed. In addition, to the amount extent permitted by applicable law, each Participant grants to the other Participant a power of sale as to any property that is subject to the security interest granted hereunder, such power to be exercised in the manner provided by applicable law or otherwise in a commercially reasonable manner and upon reasonable notice. If a Cover Payment shall have been made, upon the giving of not less than 5 days' prior notice to the defaulting Participant, the non-defaulting Participant may, but shall not be obligated to, elect to effect an adjustment of the defaulting Participant's Participating Interest pursuant to this Section 6.4(d); provided, however, that if within such 5 day period the defaulting Participant shall evidence to the reasonable satisfaction of the non-defaulting Participant that it will have the funds to, and will, within 10 days of the expiry of such advance5 day period, plus interest thereon, shall be credited pay all indebtedness owing by the defaulting Participant to the Nonnon-Defaulting Venturer's Capital Accountdefaulting Participant, then such adjustment of interest may not be effected until the end of such additional 10 day period. Upon return such election, or, if applicable, at the end of such advanceadditional 10 day period, an amount equal to 125% times the amount of such repaid advance, plus interest or other return, Cover Payment shall be deducted from the Non- Defaulting Venturerdefaulting Participant's Capital AccountEquity Account and added to the Equity Account of the non-defaulting Participant and the Participating Interests of the Participants shall be recalculated based on the adjusted Equity Accounts. 92If a Cover Payment and the indebtedness arising therefrom shall not have been discharged, upon not less than 30 days' notice to the defaulting Participant, the non-defaulting Participant may, but shall not be obligated to, elect to purchase the whole of the Participating Interest of the defaulting Participant, at a purchase price equal to the fair market value of such Participating Interest as determined by an independent appraiser appointed by such non-defaulting Participant (or, if the defaulting Participant objects to the person so appointed, within 10 days of receiving notice thereof, then by an independent appraiser appointed by joint action of independent appraisers appointed by each of the non-defaulting and defaulting Participants; provided, however, that if the defaulting Participant fails to designate an independent appraiser for such purpose within 10 days of such objection, then the person originally designated by such non-defaulting Participant shall serve as the independent appraiser). There shall be withheld from the purchase price payable upon transfer of such Participating Interest the amount of indebtedness of the defaulting Participant owing to the non-defaulting Participant, together with unpaid interest accrued thereon to the date of such transfer. Upon payment of such purchase price, the defaulting Participant shall be deemed to have withdrawn from this Agreement and shall relinquish its entire Participating Interest. Such relinquished Participating Interest shall be deemed to have been assigned automatically to the non-defaulting Participant. Upon a default of the type referred to in Section 6.4(a) above, the right of the defaulting Participant to take delivery in kind under Article XI shall cease. The non-defaulting Participant may sell the defaulting Participant's share of Products in any commercially reasonable manner. If such non-defaulting Participant elect to sell the defaulting Participant's share of Products, it shall apply the proceeds thereof first, to make any contribution or meet any cash call not made or met by the defaulting Participant or made or met on its behalf, and second, to pay the indebtedness and unpaid and accrued interest thereon then owing by the defaulting Participant to such non-defaulting Participant. The right of a defaulting Participant to take in kind its share of Products shall be reinstated at the first time when such Participant is not in default in its obligation to make a contribution or meet a cash call and all indebtedness and interest thereon arising out of the making by the non-defaulting Participant of Cover Payments has been paid in full. A defaulting Participant, by paying all indebtedness and interest thereon then owing to the non-defaulting Participant may cure such default at any time prior to (i) consummation of an action to execute or foreclose on a security interest granted pursuant to Section 6.4(c), (ii) an adjustment of Participating Interests being effected pursuant to Section 6.4(d), or (iii) consummation of a purchase of its Participating Interest pursuant to Section 6.4(e).

Default in Making Contributions. (a) If a Venturer Defaults Party defaults in making a contribution or cash call required pursuant to Sections 5.1(b) or 5.2by an adopted Program and Budget, the Nonnon-Defaulting Venturer defaulting Party may advance the defaulted contribution on behalf of the Defaulting Venturerdefaulting Party (a "Cover Payment"). The Non-Defaulting Venturer may at its election treat such advance, together with accrued interest, as Each and every Cover Payment will constitute a demand loan to the Defaulting Venturer bearing interest from the date of the advance at the rate provided in Section 10.2(b)(ii)12.3. If more than one Cover Payment is made, the Cover Payments shall be aggregated and the rights and remedies described herein pertaining to an individual Cover Payment shall apply to the aggregated Cover Payments. The failure to repay said loan within thirty (30) days of notice of upon demand shall be an event of Default pursuant to Article X. a default under this Agreement. Each Venturer Party hereby grants to the other a mortgage of and lien upon its right, title and interest in the Assets and a security interest in its rights under this Agreement and in its Participating Interest in the Assetswhenever acquired or arising, and the proceeds therefromfrom and accessions to the foregoing, to secure any loan made hereunderthereby, including the interest thereon, reasonable attorney's attorneys' fees and all other reasonable costs and expenses incurred in recovering the loan with interest and in enforcing such lien or security interest, or both. Each Venturer Party hereby covenants with the other that such mortgage and security interest will rank at all times prior to any and all other mortgages and security interests affecting its interests in the Assets, or its Participating Interest. Each Party hereby agrees to take all necessary action to perfect such mortgage and security interest and irrevocably appoints the other non-defaulting Party as its attorney-in-fact to execute, file file, and record all instruments financing statements and any other documents necessary to perfect or maintain such mortgage and security interest or otherwise give effect to the provisions hereof. Upon default being made in the payment of the indebtedness referred to herein when due, the non-defaulting Party may exercise any or all of the rights and remedies available to it at common law, by statute or hereunder. Without limiting the generality of the foregoing, to the extent permitted by applicable law, each Party grants to the non-defaulting Party a power of sale as to its undivided interest in all parts of the Assets or Participating Interest that is subject to the mortgage and security interest granted hereunder, such power to be exercised in the manner provided by applicable law or otherwise in a commercially reasonable manner and upon reasonable notice. If the non-defaulting Participant enforces the mortgage or security interest pursuant to the terms of this section, the defaulting Party waives any available right of redemption from and after the date of judgment, any required valuation or appraisement of the mortgaged or secured property prior to sale, any available right to stay execution or to require a marshalling of assets, and any required bond in the event a receiver is appointed, and the defaulting Party agrees that it will be liable for any continuing deficiency. All such remedies shall be cumulative. The election of one or more remedies shall not waive the election of any other remedies. A non-defaulting Party may elect the applicable remedy under this Subsection 8.4(a) or under Subsection 8.4(b), or, to the extent a Party has a lien or security interest under applicable law, it shall be entitled to its rights and remedies at law and in equity. All such remedies shall be cumulative. The election of one or more remedies shall not be considered a waiver of the election of any other remedies. Each Party hereby covenants with the other Party to deliver all such documentation as may be required to perfect or effectuate the applicable provisions hereof. No later than the end of the fiscal year in which such advance was made the Non-Defaulting Venturer shall be entitled to receive the amount of such advance plus interest from the Defaulting Venturer. At its election, the Non-Defaulting Venturer may, in lieu of receiving repayment of the advance plus interest from the Defaulting Venturer, instruct the Joint Venture to make a preferential cash distribution equal to the amount of such advance plus a 10% rate of return. No distributions (other than amounts required to pay income taxes on Joint Venture income if any cash is available) shall be made to a Defaulting Venturer until such advance has been repaid. In addition, the amount of such advance, plus interest thereon, shall be credited to the Non-Defaulting Venturer's Capital Account. Upon return of such advance, the amount of such repaid advance, plus interest or other return, shall be deducted from the Non- Defaulting Venturer's Capital Account. 92Section 8.4;