DMB Performance Default Clause Samples

DMB Performance Default. In the event of a DMB Performance Default, UPK may remove DMB as the Managing Member by written notice given to DMB within 30 days after the Default is determined, and after removal of DMB as Managing Member UPK may elect by written notice given to DMB within the 120 days after the receipt by UPK of the Decision establishing the Performance Default to either: (i) at UPK's option to bring in a new investor ("Investor") as a Member and/or Managing Member or thereafter to fund all Additional Capital Contributions which would have been made by DMB, and to remove the DMB Representative from the Executive Committee and, if applicable, appoint a Representative selected by the Investor in his place, in which case the obligation of DMB to fund Additional Capital Contributions will cease six months after the Default by DMB is determined. In such event, DMB shall only be entitled to recover from Net Cash Flow, or from proceeds of a liquidation under Section 9.2(d)(ii), its Unreturned Optional Capital Contributions as specified under Section 3.1(a), and its Unreturned Capital Contributions under Section 3.1(b) but in the case of Section 3.1(b) only pari passu with UPK and the Investor, and DMB shall not be entitled to share in any other distributions under Section 3.1 or in any profits or losses of the Company and DMB shall not have a vote on any matter except as provided in Section 5.9 or which is a Material Post Default Change; or (ii) continue without bringing in an Investor, in which case the Representative of DMB shall continue on the Executive Committee with a vote (except with respect to a replacement Managing Member), DMB shall continue to fund Additional Capital Contributions as required and to receive distributions and profits and losses as provided in this Agreement with the exception that DMB shall not be entitled to any Preference Amount and thus distributions under Section 3.1(c) and (d) shall be eliminated from the Agreement.