Common use of Default Loan Clause in Contracts

Default Loan. (i) The Non-Defaulting Member may, within five Business Days following the last day of the cure period, elect to pay the Defaulted Amount to Nevada JV and have such payment deemed to be a loan from the Non-Defaulting Member to the Defaulting Member (a “Default Loan”). The Default Loan shall be due and payable on demand upon 30 days’ notice given no sooner than 90 days after the advance or assumption is made, and shall bear interest from the date advanced at an annual rate equal to 6% over the LIBOR Rate as the same shall change from time to time or at the maximum rate permitted by law, whichever is less, computed monthly in arrears and compounded (at the same interest rate as is applicable to principal) at the end of each Calendar Year until repaid in full. If more than one Default Loan is made by a Non-Defaulting Member to the Defaulting Member, all such Default Loans shall be aggregated, and the rights and remedies described herein pertaining to an individual advance shall apply to the aggregated amount. Upon the making of a Default Loan, the Non-Defaulting Member may require the Defaulting Member to, and the Defaulting Member shall, execute promissory notes or other documents evidencing the Default Loan reasonably requested by the Non-Defaulting Member. Notwithstanding the foregoing, each Member irrevocably agrees that as a Defaulting Member it shall pay the amount of the Default Loan together with accrued interest to the Non-Defaulting Member when due. If the aggregate amount payable is not discharged by the Defaulting Member when due, the Non-Defaulting Member, without waiver of other remedies, may exercise the remedies set forth below to the extent permitted by applicable Legal Requirements.

Default Loan. (i) The Non-Defaulting Contributing Member maymay advance to the Company, in cash, within five Business Days thirty (30) days following the last day of Contribution Date, an amount equal to the cure periodDelinquent Contribution, elect and such advance by the Contributing Member shall be treated as a non-recourse loan by the Contributing Member to pay the Defaulted Amount to Nevada JV and have such payment deemed to be a loan from the Non-Defaulting Member to the Defaulting Contributing Member (a “Default Member Loan”), bearing interest at a rate equal to the lesser of the then current prime rate as most recently reported by the Western Edition of the Wall Street Journal, plus five percentage points, adjusted and compounded concurrently with any adjustments to such prime rate, or the maximum, nonusurious rate then permitted by applicable law for such loans. The Default Each Member Loan shall be due and payable on demand upon 30 days’ notice given no sooner than 90 days after the advance or assumption is made, and shall bear interest earlier of six (6) months from the date such Member Loan is advanced at an annual rate equal to 6% over or the LIBOR Rate as dissolution of the same shall change from time to time or at the maximum rate permitted by law, whichever is less, computed monthly in arrears and compounded (at the same interest rate as is applicable to principal) at the end of each Calendar Year until repaid in fullCompany. If more than one Default Loan Paladin is made by the Contributing Member, then both Members shall take all actions and execute all documents (including a written promissory note evidencing the obligation of the Non-Defaulting Member Contributing Member) necessary to ensure that the Defaulting Member, all such Default Loans shall be aggregated, and obligation meets the rights and remedies “straight debt safe harbor” described herein pertaining to an individual in Section 856(m) of the Code. As of the Effective Date of any advance shall apply to the aggregated amount. Upon the making of a Default Member Loan, the Non-Defaulting Contributing Member may require shall be deemed to have contributed an amount equal to the Defaulting principal amount of such Member toLoan to the capital of the Company, and the Defaulting Capital Account and Unrecovered Contribution Account of the Non-Contributing Member shallshall be credited with a like amount. Notwithstanding the provisions of Articles 5 and 8, execute promissory notes until any and all Member Loans are repaid in full, the Non-Contributing Member shall draw no further distributions from the Company, and all cash or other documents evidencing property otherwise distributable with respect to the Default Non-Contributing Member’s Interest (or fees payable to the Non-Contributing Member or any of its Affiliates, excluding, however, any fees payable under Section 2.12) shall be distributed to the Contributing Member in repayment of the outstanding balance of the Member Loan, with such funds being applied first to reduce any and all interest accrued on such Member Loan reasonably requested and then to reduce the principal amount thereof. Any amounts so applied shall be treated, for all purposes under this Agreement, as having actually been distributed to the Non-Contributing Member and applied by the Non-Defaulting MemberContributing Member to repay the outstanding Member Loan. Notwithstanding If, upon the foregoingmaturity of a Member Loan (taking into account any agreed upon extensions thereof), each any principal thereof or accrued interest thereon remains outstanding, the Contributing Member irrevocably agrees that as a Defaulting Member it shall pay the amount elect one of the Default following options: (i) to renew such Member Loan together (or portion thereof) pursuant to the terms and provisions of this Section 3.03(b) for an additional term of six (6) months; (ii) to contribute all or any portion of such outstanding principal of and accrued, unpaid interest on such Member Loan (or portion thereof) to the capital of the Company and dilute the Percentage Interest of the Non-Contributing Member in accordance with accrued interest the provisions of Section 3.03(c); or (iii) elect to exercise the buy-sell provisions contained in Article 7 in accordance with the provisions of Sections 3.03(c) and (d), in which event the Member Loan shall remain in effect until the closing of the buy-sell transaction contemplated under Article 7. The Contributing Member may elect any of the options set forth in the immediately preceding sentence by giving written notice of such election to the Non-Defaulting Contributing Member when duewithin thirty (30) days prior to such maturity date of the Member Loan. If Failure of the aggregate amount payable is not discharged by the Defaulting Contributing Member when due, to timely give such written notice to the Non-Defaulting Member, without waiver Contributing Member shall be deemed to constitute an election to renew such Member Loan for an additional term of other remedies, may exercise six (6) months on the remedies terms set forth below to the extent permitted by applicable Legal Requirementsherein.

Default Loan. (i) The Non-Defaulting Contributing Member maymay advance to the Company, in cash, within five Business Days thirty (30) days following the last day of Contribution Date, an amount equal to the cure periodDelinquent Contribution, elect and such advance by the Contributing Member shall be treated as a non-recourse loan by the Contributing Member to pay the Defaulted Amount to Nevada JV and have such payment deemed to be a loan from the Non-Defaulting Member to the Defaulting Contributing Member (a “Default Member Loan”), bearing interest at a rate equal to the lesser of the then current prime rate as most recently reported by the Western Edition of the Wall Street Journal, plus five percentage points, adjusted and compounded concurrently with any adjustments to such prime rate, or the maximum, nonusurious rate then permitted by applicable law for such loans. The Default Each Member Loan shall be due and payable on demand upon 30 days’ notice given no sooner than 90 days after the advance or assumption is made, and shall bear interest earlier of six (6) months from the date such Member Loan is advanced at an annual rate equal to 6% over or the LIBOR Rate as dissolution of the same shall change from time to time or at the maximum rate permitted by law, whichever is less, computed monthly in arrears and compounded (at the same interest rate as is applicable to principal) at the end of each Calendar Year until repaid in fullCompany. If more than one Default Loan Paladin is made by the Contributing Member, then both Members shall take all actions and execute all documents (including a written promissory note evidencing the obligation of the Non-Defaulting Member Contributing Member) necessary to ensure that the Defaulting Member, all such Default Loans shall be aggregated, and obligation meets the rights and remedies “straight debt safe harbor” described herein pertaining to an individual in Section 856(m) of the Code. As of the Effective Date of any advance shall apply to the aggregated amount. Upon the making of a Default Member Loan, the Non-Defaulting Contributing Member may require shall be deemed to have contributed an amount equal to the Defaulting principal amount of such Member toLoan to the capital of the Company, and the Defaulting Capital Account and Unrecovered Contribution Account of the Non-Contributing Member shallshall be credited with a like amount. Notwithstanding the provisions of Articles 5 and 8, execute promissory notes until any and all Member Loans are repaid in full, the Non-Contributing Member shall draw no further distributions from the Company, and all cash or other documents evidencing property otherwise distributable with respect to the Default Non-Contributing Member’s Interest (or fees payable to the Non-Contributing Member or any of its Affiliates including, without limitation, any fees payable under Sections 2.12(c) or 2.13, as applicable) shall be distributed to the Contributing Member in repayment of the outstanding balance of the Member Loan, with such funds being applied first to reduce any and all interest accrued on such Member Loan reasonably requested and then to reduce the principal amount thereof. Any amounts so applied shall be treated, for all purposes under this Agreement, as having actually been distributed to the Non-Contributing Member and applied by the Non-Defaulting MemberContributing Member to repay the outstanding Member Loan. Notwithstanding If, upon the foregoingmaturity of a Member Loan (taking into account any agreed upon extensions thereof), each any principal thereof and/or accrued interest thereon remains outstanding, the Contributing Member irrevocably agrees that as a Defaulting Member it shall pay the amount elect one of the Default following options: (i) to renew such Member Loan together (or portion thereof) pursuant to the terms and provisions of this Section 3.03(b) for an additional term of six (6) months; (ii) to contribute all or any portion of such outstanding principal of and accrued, unpaid interest on such Member Loan (or portion thereof) to the capital of the Company and dilute the Percentage Interest of the Non-Contributing Member in accordance with accrued interest the provisions of Section 3.03(c); or (iii) elect to exercise the buy-sell provisions contained in Article 7 in accordance with the provisions of Sections 3.03(c) and (d), in which event the Member Loan shall remain in effect until the closing of the buy-sell transaction contemplated under Article 7. The Contributing Member may elect any of the options set forth in the immediately preceding sentence by giving written notice of such election to the Non-Defaulting Contributing Member when duewithin thirty (30) days prior to such maturity date of the Member Loan. If Failure of the aggregate amount payable is not discharged by the Defaulting Contributing Member when due, to timely give such written notice to the Non-Defaulting Member, without waiver Contributing Member shall be deemed to constitute an election to renew such Member Loan for an additional term of other remedies, may exercise six (6) months on the remedies terms set forth below to the extent permitted by applicable Legal Requirementsherein.

Default Loan. (i) The Non-Defaulting Member may, within five Business Days following the last day of the cure period, elect to may pay the Defaulted Amount to Nevada JV and have such Amount, which payment shall be deemed to be a loan from the Non-Defaulting Member to the Defaulting Member (a “Default Loan”). The Default Loan shall be due and payable on demand upon 30 days’ notice given no sooner than 90 days after the advance or assumption is made, and shall bear interest from the date advanced at an annual rate equal to 6% over the LIBOR Rate as the same shall change from time to time or at the maximum rate permitted by law, whichever is less, computed monthly in arrears and compounded (at the same interest rate as is applicable to principal) at the end of each Calendar Year until repaid in full. If more than one Default Loan is made by a Non-Defaulting Member to the Defaulting Member, all such Default Loans shall be aggregated, aggregated and the rights and remedies described herein pertaining to an individual advance shall apply to the aggregated amount. Upon the making of a Default Loan, the Non-Defaulting Member may require the Defaulting Member to, and the Defaulting Member shall, execute promissory notes or other documents evidencing the Default Loan reasonably requested by the Non-Defaulting Member. Notwithstanding the foregoing, each Member irrevocably agrees that as a Defaulting Member it shall pay the amount of the Default Loan together with accrued interest to the Non-Defaulting Member when due. If the aggregate amount payable is not discharged by the Defaulting Member when due, the Non-Defaulting Member, without waiver of other remedies, may exercise the remedies set forth below to the extent permitted by applicable Legal Requirements.

Default Loan. (i) The Non-Defaulting Contributing Member maymay advance to the Company, in cash, within five Business Days thirty (30) days following the last day of Contribution Date, an amount equal to the cure periodDelinquent Contribution, elect and such advance by the Contributing Member shall be treated as a non-recourse loan by the Contributing Member to pay the Defaulted Amount to Nevada JV and have such payment deemed to be a loan from the Non-Defaulting Member to the Defaulting Contributing Member (a “Default Member Loan”), bearing interest at the rate of twelve percent (12%) per annum. The Default Each Member Loan shall be due and payable on demand upon 30 days’ notice given no sooner than 90 days after the advance or assumption is made, and shall bear interest earlier of six (6) months from the date such Member Loan is advanced at an annual rate equal to 6% over or the LIBOR Rate as dissolution of the same shall change from time to time or at the maximum rate permitted by law, whichever is less, computed monthly in arrears and compounded (at the same interest rate as is applicable to principal) at the end of each Calendar Year until repaid in fullCompany. If more than one Default Loan Paladin is made by the Contributing Member, then both Members shall take all actions and execute all documents (including a written promissory note evidencing the obligation of the Non-Defaulting Member Contributing Member) necessary to ensure that the Defaulting Member, all such Default Loans shall be aggregated, and obligation meets the rights and remedies “straight debt safe harbor” described herein pertaining to an individual in Section 856(m) of the Code. As of the Effective Date of any advance shall apply to the aggregated amount. Upon the making of a Default Member Loan, the Non-Defaulting Contributing Member may require shall be deemed to have contributed an amount equal to the Defaulting principal amount of such Member toLoan to the capital of the Company, and the Defaulting Capital Account and Unrecovered Contribution Account of the Non-Contributing Member shallshall be credited with a like amount. Notwithstanding the provisions of Articles 5 and 8, execute promissory notes until any and all Member Loans are repaid in full, the Non-Contributing Member shall draw no further distributions from the Company, and all cash or other documents evidencing property otherwise distributable with respect to the Default Non-Contributing Member’s Interest (or fees payable to the Non-Contributing Member or any of its Affiliates, excluding, however, any fees payable under Section 2.12) shall be distributed to the Contributing Member in repayment of the outstanding balance of the Member Loan, with such funds being applied first to reduce any and all interest accrued on such Member Loan reasonably requested and then to reduce the principal amount thereof. Any amounts so applied shall be treated, for all purposes under this Agreement, as having actually been distributed to the Non-Contributing Member and applied by the Non-Defaulting MemberContributing Member to repay the outstanding Member Loan. Notwithstanding If, upon the foregoingmaturity of a Member Loan (taking into account any agreed upon extensions thereof), each any principal thereof or accrued interest thereon remains outstanding, the Contributing Member irrevocably agrees that as a Defaulting Member it shall pay the amount elect one of the Default following options: (i) to renew such Member Loan together (or portion thereof) pursuant to the terms and provisions of this Section 3.03(b) for an additional term of six (6) months; (ii) to contribute all or any portion of such outstanding principal of and accrued, unpaid interest on such Member Loan (or portion thereof) to the capital of the Company and dilute the Percentage Interest of the Non-Contributing Member in accordance with accrued interest the provisions of Section 3.03(c); or (iii) elect to exercise the buy-sell provisions contained in Article 7 in accordance with the provisions of Sections 3.03(c) and (d), in which event the Member Loan shall remain in effect until the closing of the buy-sell transaction contemplated under Article 7. The Contributing Member may elect any of the options set forth in the immediately preceding sentence by giving written notice of such election to the Non-Defaulting Contributing Member when duewithin thirty (30) days prior to such maturity date of the Member Loan. If Failure of the aggregate amount payable is not discharged by the Defaulting Contributing Member when due, to timely give such written notice to the Non-Defaulting Member, without waiver Contributing Member shall be deemed to constitute an election to renew such Member Loan for an additional term of other remedies, may exercise six (6) months on the remedies terms set forth below to the extent permitted by applicable Legal Requirementsherein.

Default Loan. (i) The Non-Defaulting Contributing Member maymay advance to the Company, in cash, within five Business Days thirty (30) days following the last day of Contribution Date, an amount equal to the cure periodDelinquent Contribution, elect and such advance by the Contributing Member shall be treated as a non-recourse loan by the Contributing Member to pay the Defaulted Amount to Nevada JV and have such payment deemed to be a loan from the Non-Defaulting Member to the Defaulting Contributing Member (a “Default Member Loan”), bearing interest at a rate equal to the lesser of the then current prime rate as most recently reported by the Western Edition of the Wall Street Journal, plus five percentage points, adjusted and compounded concurrently with any adjustments to such prime rate, or the maximum, nonusurious rate then permitted by applicable law for such loans. The Default Each Member Loan shall be due and payable on demand upon 30 days’ notice given no sooner than 90 days after the advance or assumption is made, and shall bear interest earlier of six (6) months from the date such Member Loan is advanced at an annual rate equal to 6% over or the LIBOR Rate as dissolution of the same shall change from time to time or at the maximum rate permitted by law, whichever is less, computed monthly in arrears and compounded (at the same interest rate as is applicable to principal) at the end of each Calendar Year until repaid in fullCompany. If more than one Default Loan Paladin is made by the Contributing Member, then both Members shall take all actions and execute all documents (including a written promissory note evidencing the obligation of the Non-Defaulting Member Contributing Member) necessary to ensure that the Defaulting Member, all such Default Loans shall be aggregated, and obligation meets the rights and remedies “straight debt safe harbor” described herein pertaining to an individual in Section 856(m) of the Code. As of the Effective Date of any advance shall apply to the aggregated amount. Upon the making of a Default Member Loan, the Non-Defaulting Contributing Member may require shall be deemed to have contributed an amount equal to the Defaulting principal amount of such Member toLoan to the capital of the Company, and the Defaulting Capital Account and Unrecovered Contribution Account of the Non-Contributing Member shallshall be credited with a like amount. Notwithstanding the provisions of Articles 5 and 8, execute promissory notes until any and all Member Loans are repaid in full, the Non-Contributing Member shall draw no further distributions from the Company, and all cash or other documents evidencing property otherwise distributable with respect to the Default Non-Contributing Member’s Interest (or fees payable to the Non-Contributing Member or any of its Affiliates, excluding, however, any fees payable under Section 2.12) shall be distributed to the Contributing Member in repayment of the outstanding balance of the Member Loan, with such funds being applied first to reduce any and all interest accrued on such Member Loan reasonably requested and then to reduce the principal amount thereof. Any amounts so applied shall be treated, for all purposes under this Agreement, as having actually been distributed to the Non-Contributing Member and applied by the Non-Defaulting MemberContributing Member to repay the outstanding Member Loan. Notwithstanding If, upon the foregoingmaturity of a Member Loan (taking into account any agreed upon extensions thereof), each any principal thereof or accrued interest thereon remains outstanding, the Contributing Member irrevocably agrees that as a Defaulting Member it shall pay the amount elect one of the Default following options: (i) to renew such Member Loan together (or portion thereof) pursuant to the terms and provisions of this Section 3.03(b) for an additional term of six (6) months; or (ii) to contribute all or any portion of such outstanding principal of and accrued, unpaid interest on such Member Loan (or portion thereof) to the capital of the Company and dilute the Percentage Interest of the Non-Contributing Member in accordance with accrued interest the provisions of Section 3.03(c). The Contributing Member may elect any of the options set forth in the immediately preceding sentence by giving written notice of such election to the Non-Defaulting Contributing Member when duewithin thirty (30) days prior to such maturity date of the Member Loan. If Failure of the aggregate amount payable is not discharged by the Defaulting Contributing Member when due, to timely give such written notice to the Non-Defaulting Member, without waiver Contributing Member shall be deemed to constitute an election to renew such Member Loan for an additional term of other remedies, may exercise six (6) months on the remedies terms set forth below to the extent permitted by applicable Legal Requirementsherein.

Default Loan. (i) The Non-Defaulting Contributing Member maymay advance to the Company, in cash, within five Business Days thirty (30) days following the last day of Contribution Date, an amount equal to the cure periodDelinquent Contribution, elect and such advance by the Contributing Member shall be treated as a non-recourse loan by the Contributing Member to pay the Defaulted Amount to Nevada JV and have such payment deemed to be a loan from the Non-Defaulting Member to the Defaulting Contributing Member (a “Default Member Loan”), bearing interest at a rate equal to the lesser of the then current prime rate as most recently reported by the Western Edition of the Wall Street Journal, plus five percentage points, adjusted and compounded concurrently with any adjustments to such prime rate, or the maximum, nonusurious rate then permitted by applicable law for such loans. The Default Each Member Loan shall be due and payable on demand upon 30 days’ notice given no sooner than 90 days after the advance or assumption is made, and shall bear interest earlier of six (6) months from the date such Member Loan is advanced at an annual rate equal to 6% over or the LIBOR Rate as dissolution of the same shall change from time to time or at the maximum rate permitted by law, whichever is less, computed monthly in arrears and compounded (at the same interest rate as is applicable to principal) at the end of each Calendar Year until repaid in fullCompany. If more than one Default Loan Paladin is made by the Contributing Member, then both Members shall take all actions and execute all documents (including a written promissory note evidencing the obligation of the Non-Defaulting Member Contributing Member) necessary to ensure that the Defaulting Member, all such Default Loans shall be aggregated, and obligation meets the rights and remedies “straight debt safe harbor” described herein pertaining to an individual in Section 856(m) of the Code. As of the Effective Date of any advance shall apply to the aggregated amount. Upon the making of a Default Member Loan, the Non-Defaulting Contributing Member may require shall be deemed to have contributed an amount equal to the Defaulting principal amount of such Member toLoan to the capital of the Company, and the Defaulting Capital Account and Unrecovered Contribution Account of the Non-Contributing Member shallshall be credited with a like amount. Notwithstanding the provisions of Articles 5 and 8, execute promissory notes until any and all Member Loans are repaid in full, the Non-Contributing Member shall draw no further distributions from the Company, and all cash or other documents evidencing property otherwise distributable with respect to the Default Non-Contributing Member’s Interest (or fees payable to the Non-Contributing Member or any of its Affiliates, excluding, however, any fees payable under Section 2.12) shall be distributed to the Contributing Member in repayment of the outstanding balance of the Member Loan, with such funds being applied first to reduce any and all interest accrued on such Member Loan reasonably requested and then to reduce the principal amount thereof. Any amounts so applied shall be treated, for all purposes under this Agreement, as having actually been distributed to the Non-Contributing Member and applied by the Non-Defaulting MemberContributing Member to repay the outstanding Member Loan. Notwithstanding If, upon the foregoingmaturity of a Member Loan (taking into account any agreed upon extensions thereof), each any principal thereof or accrued interest thereon remains outstanding, the Contributing Member irrevocably agrees that as a Defaulting Member it shall pay the amount elect one of the Default following options: (i) to renew such Member Loan together (or portion thereof) pursuant to the terms and provisions of this Section 3.03(b) for an additional term of six (6) months; (ii) to contribute all or any portion of such outstanding principal of and accrued, unpaid interest on such Member Loan (or portion thereof) to the capital of the Company and dilute the Percentage Interest of the Non-Contributing Member in accordance with accrued interest the provisions of Section 3.03(c); or (iii) elect to exercise the buy-sell provisions contained in Article 7 in accordance with the provisions of Section 3.03(d), in which event the Member Loan shall remain in effect until the closing of the buy-sell transaction contemplated under Article 7. The Contributing Member may elect any of the options set forth in the immediately preceding sentence by giving written notice of such election to the Non-Defaulting Contributing Member when duewithin thirty (30) days prior to such maturity date of the Member Loan. If Failure of the aggregate amount payable is not discharged by the Defaulting Contributing Member when due, to timely give such written notice to the Non-Defaulting Member, without waiver Contributing Member shall be deemed to constitute an election to renew such Member Loan for an additional term of other remedies, may exercise six (6) months on the remedies terms set forth below to the extent permitted by applicable Legal Requirementsherein.

Default Loan. (i) The Non-Defaulting Contributing Member maymay advance to the Company, in cash, within five Business Days thirty (30) days following the last day of Contribution Date, an amount equal to the cure periodDelinquent Contribution, elect and such advance by the Contributing Member shall be treated as a non-recourse loan by the Contributing Member to pay the Defaulted Amount to Nevada JV and have such payment deemed to be a loan from the Non-Defaulting Member to the Defaulting Contributing Member (a “Default Member Loan”), bearing interest at a rate equal to eight and one quarter percentage points (8.25%). The Default Each Member Loan shall be due and payable on demand upon 30 days’ notice given no sooner than 90 days after the advance or assumption is made, and shall bear interest earlier of six (6) months from the date such Member Loan is advanced at an annual rate equal to 6% over or the LIBOR Rate as dissolution of the same shall change from time to time or at the maximum rate permitted by law, whichever is less, computed monthly in arrears and compounded (at the same interest rate as is applicable to principal) at the end of each Calendar Year until repaid in fullCompany. If more than one Default Loan Paladin is made by the Contributing Member, then both Members shall take all actions and execute all documents (including a written promissory note evidencing the obligation of the Non-Defaulting Member Contributing Member) necessary to ensure that the Defaulting Member, all such Default Loans shall be aggregated, and obligation meets the rights and remedies “straight debt safe harbor” described herein pertaining to an individual in Section 856(m) of the Code. As of the Effective Date of any advance shall apply to the aggregated amount. Upon the making of a Default Member Loan, the Non-Defaulting Contributing Member may require shall be deemed to have contributed an amount equal to the Defaulting principal amount of such Member toLoan to the capital of the Company, and the Defaulting Capital Account and Unrecovered Contribution Account of the Non-Contributing Member shallshall be credited with a like amount. Notwithstanding the provisions of Articles 5 and 8, execute promissory notes until any and all Member Loans are repaid in full, the Non-Contributing Member shall draw no further distributions from the Company, and all cash or other documents evidencing property otherwise distributable with respect to the Default Non-Contributing Member’s Interest (or fees payable to the Non-Contributing Member or any of its Affiliates including, without limitation, any fees payable under Section 2.12) shall be distributed to the Contributing Member in repayment of the outstanding balance of the Member Loan, with such funds being applied first to reduce any and all interest accrued on such Member Loan reasonably requested and then to reduce the principal amount thereof. Any amounts so applied shall be treated, for all purposes under this Agreement, as having actually been distributed to the Non-Contributing Member and applied by the Non-Defaulting MemberContributing Member to repay the outstanding Member Loan. Notwithstanding If, upon the foregoingmaturity of a Member Loan (taking into account any agreed upon extensions thereof), each any principal thereof or accrued interest thereon remains outstanding, the Contributing Member irrevocably agrees that as a Defaulting Member it shall pay the amount elect one of the Default following options: (i) to renew such Member Loan together (or portion thereof) pursuant to the terms and provisions of this Section 3.03(b) for an additional term of six (6) months; (ii) to contribute all or any portion of such outstanding principal of and accrued, unpaid interest on such Member Loan (or portion thereof) to the capital of the Company and dilute the Percentage Interest of the Non-Contributing Member in accordance with accrued interest the provisions of Section 3.03(c); or (iii) elect to exercise the buy-sell provisions contained in Article 7 in accordance with the provisions of Section 3.03(d), in which event the Member Loan shall remain if effect until the closing of the buy-sell transaction contemplated under Article 7. The Contributing Member may elect any of the options set forth in the immediately preceding sentence by giving written notice of such election to the Non-Defaulting Contributing Member when duewithin thirty (30) days prior to such maturity date of the Member Loan. If Failure of the aggregate amount payable is not discharged by the Defaulting Contributing Member when due, to timely give such written notice to the Non-Defaulting Member, without waiver Contributing Member shall be deemed to constitute an election to renew such Member Loan for an additional term of other remedies, may exercise six (6) months on the remedies terms set forth below to the extent permitted by applicable Legal Requirementsherein.

Default Loan. (i) The Non-Defaulting Contributing Member maymay advance to the Company, in cash, within five Business Days thirty (30) days following the last day of Contribution Date, an amount equal to the cure periodDelinquent Contribution, elect and such advance by the Contributing Member shall be treated as a non-recourse loan by the Contributing Member to pay the Defaulted Amount to Nevada JV and have such payment deemed to be a loan from the Non-Defaulting Member to the Defaulting Contributing Member (a “Default Member Loan”), bearing interest at a rate equal to the lesser of the then current prime rate as most recently reported by the Western Edition of the Wall Street Journal, plus five percentage points, adjusted and compounded concurrently with any adjustments to such prime rate, or the maximum, nonusurious rate then permitted by applicable law for such loans. The Default Each Member Loan shall be due and payable on demand upon 30 days’ notice given no sooner than 90 days after the advance or assumption is made, and shall bear interest earlier of six (6) months from the date such Member Loan is advanced at an annual rate equal to 6% over or the LIBOR Rate as dissolution of the same shall change from time to time or at the maximum rate permitted by law, whichever is less, computed monthly in arrears and compounded (at the same interest rate as is applicable to principal) at the end of each Calendar Year until repaid in fullCompany. If more than one Default Loan Paladin is made by the Contributing Member, then both Members shall take all actions and execute all documents (including a written promissory note evidencing the obligation of the Non-Defaulting Member Contributing Member) necessary to ensure that the Defaulting Member, all such Default Loans shall be aggregated, and obligation meets the rights and remedies “straight debt safe harbor” described herein pertaining to an individual in Section 856(m) of the Code. As of the Effective Date of any advance shall apply to the aggregated amount. Upon the making of a Default Member Loan, the Non-Defaulting Contributing Member may require shall be deemed to have contributed an amount equal to the Defaulting principal amount of such Member toLoan to the capital of the Company, and the Defaulting Capital Account and Unrecovered Contribution Account of Paladin (if Paladin is the Non-Contributing Member) or the Unrecovered Class A Contribution Account of ERES (if ERES is the Non-Contributing Member), as applicable, shall be credited with a like amount. Notwithstanding the provisions of Articles 5 and 8, until any and all Member shallLoans are repaid in full, execute promissory notes the Non-Contributing Member shall draw no further distributions from the Company, and all cash or other documents evidencing property otherwise distributable with respect to the Default Non-Contributing Member’s Interest (or fees payable to the Non-Contributing Member or any of its Affiliates, excluding, however, any fees payable under Section 2.12) shall be distributed to the Contributing Member in repayment of the outstanding balance of the Member Loan, with such funds being applied first to reduce any and all interest accrued on such Member Loan reasonably requested and then to reduce the principal amount thereof. Any amounts so applied shall be treated, for all purposes under this Agreement, as having actually been distributed to the Non-Contributing Member and applied by the Non-Defaulting MemberContributing Member to repay the outstanding Member Loan. Notwithstanding If, upon the foregoingmaturity of a Member Loan (taking into account any agreed upon extensions thereof), each any principal thereof or accrued interest thereon remains outstanding, the Contributing Member irrevocably agrees that as a Defaulting Member it shall pay the amount elect one of the Default following options: (i) to renew such Member Loan together (or portion thereof) pursuant to the terms and provisions of this Section 3.03(b) for an additional term of six (6) months; (ii) to contribute all or any portion of such outstanding principal of and accrued, unpaid interest on such Member Loan (or portion thereof) to the capital of the Company and dilute the Percentage Interest of the Non-Contributing Member in accordance with accrued interest the provisions of Section 3.03(c); or (iii) elect to exercise the buy-sell provisions contained in Article 7 in accordance with the provisions of Sections 3.03(c) and (d), in which event the Member Loan shall remain in effect until the closing of the buy-sell transaction contemplated under Article 7. The Contributing Member may elect any of the options set forth in the immediately preceding sentence by giving written notice of such election to the Non-Defaulting Contributing Member when duewithin thirty (30) days prior to such maturity date of the Member Loan. If Failure of the aggregate amount payable is not discharged by the Defaulting Contributing Member when due, to timely give such written notice to the Non-Defaulting Member, without waiver Contributing Member shall be deemed to constitute an election to renew such Member Loan for an additional term of other remedies, may exercise six (6) months on the remedies terms set forth below to the extent permitted by applicable Legal Requirementsherein.

Default Loan. (i) The Non-Defaulting Contributing Member maymay advance to the Company, in cash, within five Business Days thirty (30) days following the last day of Contribution Date, an amount equal to the cure periodDelinquent Contribution, elect and such advance by the Contributing Member shall be treated as a non-recourse loan by the Contributing Member to pay the Defaulted Amount to Nevada JV and have such payment deemed to be a loan from the Non-Defaulting Member to the Defaulting Contributing Member (a “Default Member Loan”), bearing interest at a rate equal to eight and one quarter percentage points (8.25%). The Default Each Member Loan shall be due and payable on demand upon 30 days’ notice given no sooner than 90 days after the advance or assumption is made, and shall bear interest earlier of six (6) months from the date such Member Loan is advanced at an annual rate equal to 6% over or the LIBOR Rate as dissolution of the same shall change from time to time or at the maximum rate permitted by law, whichever is less, computed monthly in arrears and compounded (at the same interest rate as is applicable to principal) at the end of each Calendar Year until repaid in fullCompany. If more than one Default Loan Paladin is made by the Contributing Member, then both Members shall take all actions and execute all documents (including a written promissory note evidencing the obligation of the Non-Defaulting Member Contributing Member) necessary to ensure that the Defaulting Member, all such Default Loans shall be aggregated, and obligation meets the rights and remedies “straight debt safe harbor” described herein pertaining to an individual in Section 856(m) of the Code. As of the Effective Date of any advance shall apply to the aggregated amount. Upon the making of a Default Member Loan, the Non-Defaulting Contributing Member may require shall be deemed to have contributed an amount equal to the Defaulting principal amount of such Member toLoan to the capital of the Company, and the Defaulting Capital Account and Unrecovered Contribution Account of the Non-Contributing Member shallshall be credited with a like amount. Notwithstanding the provisions of Articles 5 and 8, execute promissory notes until any and all Member Loans are repaid in full, the Non-Contributing Member shall draw no further distributions from the Company, and all cash or other documents evidencing property otherwise distributable with respect to the Default Non-Contributing Member’s Interest (or fees payable to the Non-Contributing Member or any of its Affiliates including, without limitation, any fees payable under Section 2.12) shall be distributed to the Contributing Member in repayment of the outstanding balance of the Member Loan, with such funds being applied first to reduce any and all interest accrued on such Member Loan reasonably requested and then to reduce the principal amount thereof. Any amounts so applied shall be treated, for all purposes under this Agreement, as having actually been distributed to the Non-Contributing Member and applied by the Non-Defaulting MemberContributing Member to repay the outstanding Member Loan. Notwithstanding If, upon the foregoingmaturity of a Member Loan (taking into account any agreed upon extensions thereof), each any principal thereof or accrued interest thereon remains outstanding, the Contributing Member irrevocably agrees that as a Defaulting Member it shall pay the amount elect one of the Default following options: (i) to renew such Member Loan together (or portion thereof) pursuant to the terms and provisions of this Section 3.03(b) for an additional term of six (6) months; (ii) to contribute all or any portion of such outstanding principal of and accrued, unpaid interest on such Member Loan (or portion thereof) to the capital of the Company and dilute the Percentage Interest of the Non-Contributing Member in accordance with accrued interest the provisions of Section 3.03(c); or (iii) elect to exercise the buy-sell provisions contained in Article 7 in accordance with the provisions of Section 3.03(d), in which event the Member Loan shall remain in effect until the closing of the buy-sell transaction contemplated under Article 7. The Contributing Member may elect any of the options set forth in the immediately preceding sentence by giving written notice of such election to the Non-Defaulting Contributing Member when duewithin thirty (30) days prior to such maturity date of the Member Loan. If Failure of the aggregate amount payable is not discharged by the Defaulting Contributing Member when due, to timely give such written notice to the Non-Defaulting Member, without waiver Contributing Member shall be deemed to constitute an election to renew such Member Loan for an additional term of other remedies, may exercise six (6) months on the remedies terms set forth below to the extent permitted by applicable Legal Requirementsherein.

Default Loan. (i) The Non-Defaulting Contributing Member maymay advance to the Company, in cash, within five Business Days thirty (30) days following the last day of Contribution Date, an amount equal to the cure periodDelinquent Contribution, elect and such advance by the Contributing Member shall be treated as a non-recourse loan by the Contributing Member to pay the Defaulted Amount to Nevada JV and have such payment deemed to be a loan from the Non-Defaulting Member to the Defaulting Contributing Member (a “Default Member Loan”), bearing interest at a rate equal to the lesser of the then current prime rate as most recently reported by the Western Edition of the Wall Street Journal, plus five percentage points, adjusted and compounded concurrently with any adjustments to such prime rate, or the maximum, nonusurious rate then permitted by applicable law for such loans. The Default Each Member Loan shall be due and payable on demand upon 30 days’ notice given no sooner than 90 days after the advance or assumption is made, and shall bear interest earlier of six (6) months from the date such Member Loan is advanced at an annual rate equal to 6% over or the LIBOR Rate as dissolution of the same shall change from time to time or at the maximum rate permitted by law, whichever is less, computed monthly in arrears and compounded (at the same interest rate as is applicable to principal) at the end of each Calendar Year until repaid in fullCompany. If more than one Default Loan Paladin is made by the Contributing Member, then both Members shall take all actions and execute all documents (including a written promissory note evidencing the obligation of the Non-Defaulting Member Contributing Member) necessary to ensure that the Defaulting Member, all such Default Loans shall be aggregated, and obligation meets the rights and remedies “straight debt safe harbor” described herein pertaining to an individual in Section 856(m) of the Code. As of the Effective Date of any advance shall apply to the aggregated amount. Upon the making of a Default Member Loan, the Non-Defaulting Contributing Member may require shall be deemed to have contributed an amount equal to the Defaulting principal amount of such Member toLoan to the capital of the Company, and the Defaulting Capital Account and Unrecovered Contribution Account of the Non-Contributing Member shallshall be credited with a like amount. Notwithstanding the provisions of Articles 5 and 8, execute promissory notes until any and all Member Loans are repaid in full, the Non-Contributing Member shall draw no further distributions from the Company, and all cash or other documents evidencing property otherwise distributable with respect to the Default Non-Contributing Member’s Interest (or fees payable to the Non-Contributing Member or any of its Affiliates, excluding, however, any fees payable under Section 2.12) shall be distributed to the Contributing Member in repayment of the outstanding balance of the Member Loan, with such funds being applied first to reduce any and all interest accrued on such Member Loan reasonably requested and then to reduce the principal amount thereof. Any amounts so applied shall be treated, for all purposes under this Agreement, as having actually been distributed to the Non-Contributing Member and applied by the Non-Defaulting MemberContributing Member to repay the outstanding Member Loan. Notwithstanding If, upon the foregoingmaturity of a Member Loan (taking into account any agreed upon extensions thereof), each any principal thereof or accrued interest thereon remains outstanding, the Contributing Member irrevocably agrees that as a Defaulting Member it shall pay the amount elect one of the Default following options: (i) to renew such Member Loan together (or portion thereof) pursuant to the terms and provisions of this Section 3.03(b) for an additional term of six (6) months; (ii) to contribute all or any portion of such outstanding principal of and accrued, unpaid interest on such Member Loan (or portion thereof) to the capital of the Company and dilute the Percentage Interest of the Non-Contributing Member in accordance with accrued interest the provisions of Section 3.03(c) (subject to the terms and provisions of the Loan Documents); or (iii) elect to exercise the buy-sell provisions contained in Article 7 in accordance with the provisions of Sections 3.03(c) and (d), in which event the Member Loan shall remain in effect until the closing of the buy-sell transaction contemplated under Article 7. The Contributing Member may elect any of the options set forth in the immediately preceding sentence by giving written notice of such election to the Non-Defaulting Contributing Member when duewithin thirty (30) days prior to such maturity date of the Member Loan. If Failure of the aggregate amount payable is not discharged by the Defaulting Contributing Member when due, to timely give such written notice to the Non-Defaulting Member, without waiver Contributing Member shall be deemed to constitute an election to renew such Member Loan for an additional term of other remedies, may exercise six (6) months on the remedies terms set forth below to the extent permitted by applicable Legal Requirementsherein.

Default Loan. Except as otherwise provided in Lotte’s Contribution Agreement, the non-defaulting Member (ithe “Contributing Member”) The Non-Defaulting Member mayshall be entitled, within five Business Days following the last day of the cure periodbut not obligated, elect to pay the Defaulted Amount loan to Nevada JV and have such payment deemed to be a loan from the Non-Defaulting Member Contributing Member, by contributing to the Defaulting Company on behalf of the Non-Contributing Member, all or any part of the amount (the “Default Amount”) that the Non-Contributing Member failed to contribute to the Company (each such loan, a “Default Loan”), provided, that such Contributing Member shall have contributed to the Company its required share of the applicable Additional Capital Contribution. The Such contribution to the Company shall be treated as an Additional Capital Contribution by the Non-Contributing Member, and such Default Loan shall be due and payable on demand upon 30 days’ notice given no sooner than 90 days after treated as loan from the advance or assumption is made, and Contributing Member to the Non-Contributing Member. Each Default Loan shall bear interest (compounded monthly on the first day of each calendar month) on the unpaid principal amount thereof from time to time remaining from the date advanced until repaid, at an annual rate equal to 6% over the lesser of (A) LIBOR Rate as the same shall change from time to time plus five percent (5%) per annum or at (B) the maximum rate permitted by law, whichever is less, computed monthly in arrears and compounded at Law (at the same interest rate as is applicable to principal) at the end of each Calendar Year until repaid in full“Default Rate”). If more than one Each Default Loan is made by a shall be recourse solely to the Non-Defaulting Member to the Defaulting Contributing Member, all such ’s Interest. Default Loans shall be aggregated, and repaid out of the rights and remedies described herein pertaining to an individual advance shall apply distributions that would otherwise be made to the aggregated amountNon-Contributing Member under Article III or Article IX, as more fully provided for in Section 2.2(b)(ii)). Upon the making of So long as a Default LoanLoan is outstanding, the Non-Defaulting Contributing Member may require shall have the Defaulting Member to, and the Defaulting Member shall, execute promissory notes or other documents evidencing right to repay the Default Loan reasonably requested by (and interest then due and owing) in whole or in part. Upon the repayment in full of all Default Loans (or upon their conversion as provided in Section 2.2(b)(ii)) made in respect of a Non-Contributing Member (and so long as the Non-Defaulting Contributing Member is not otherwise a Non-Contributing Member), such Non-Contributing Member shall cease to be a Non-Contributing Member. Notwithstanding In the foregoingevent of an Emergency Capital Contribution call in which the Axiall Board Members do not give Lotte at least fifteen (15) Business Days’ prior notice to make such Emergency Capital Contribution, each Member irrevocably agrees that as a Defaulting Member it shall pay the amount any Emergency Capital Contribution by Axiall in excess of the Default Loan together with accrued interest to the Non-Defaulting Member when due. If its pro rata portion of the aggregate amount payable is of such Emergency Capital Contribution shall be deemed a Default Loan hereunder (provided that no interest shall be deemed to accrue on such Default Loan until after the date fifteen (15) Business Days following the notice requesting such Emergency Capital Contribution given in accordance with Section 2.2(a)), and for the avoidance of doubt, Axiall shall not discharged by the Defaulting Member when due, the Non-Defaulting Member, without waiver of other remedies, may exercise the remedies set forth below be entitled to the extent permitted by applicable Legal Requirementsmake a Dilutive Contribution with respect to such excess amount.

Default Loan. In the event the Non-Defaulting Member elects to make a Default Loan, such Default Loan shall earn interest at the Default Rate, and shall be secured by the Defaulting Member’s interest in the Company and repaid out of the first distributions made to such Defaulting Member pursuant to this Agreement (i) with any such payment to be applied first to interest and then to principal). The Defaulting Member hereby grants to the Non-Defaulting Member a security interest in the Defaulting Member’s Membership Interest as security for such Default Loan. The Non-Defaulting Member may, within five Business Days following shall not be obligated to make any Default Loan. A Default Loan: (A) shall reduce the last day unfunded portion of the cure period, elect to pay the Defaulted Amount to Nevada JV Member Commitment of a Defaulting Member and have such payment shall be deemed to have been contributed to the Company by the Defaulting Member; (B) shall not reduce the unfunded portion of the Member Commitment of the Non-Defaulting Member; and (C) shall not release the Defaulting Member from its obligations to fund the remaining unfunded portion of its Member Commitment. The Defaulting Member may cause any such Default Loan to be a loan from repaid at any time by payment to the Non-Defaulting Member to of the Defaulting Member (a “Default Loan”). The outstanding principal balance of and all accrued but unpaid interest on such Default Loan shall be due and payable on demand upon 30 days’ notice given no sooner than 90 days after the advance or assumption is made, and shall bear interest from the date advanced at an annual rate equal to 6% over the LIBOR Rate as the same shall change from time to time or at the maximum rate permitted Default Rate in accordance with the amount of the Default Amount loaned by law, whichever is less, computed monthly in arrears and compounded (at the same interest rate as is applicable to principal) at the end of each Calendar Year until repaid in full. If more than one Default Loan is made by a Non-Defaulting Member to Member. In the Defaulting Memberevent that any Default Loan (or portion thereof) remains unpaid following final winding up and liquidation of the Company, all such Default Loans shall be aggregated, and the rights and remedies described herein pertaining to an individual advance shall apply to the aggregated amount. Upon the making of a Default Loan, then the Non-Defaulting Member may require making such Default Loan shall have all of its rights and remedies against the Defaulting Member towith respect to the collection of any unpaid balance, and including accrued but unpaid interest thereon, from the Defaulting Member. The Defaulting Member shall, shall execute promissory notes or other and deliver all instruments and documents evidencing the Default Loan reasonably requested by the Non-Defaulting MemberMember to evidence and secure such Default Loan. Notwithstanding the foregoing, each Member irrevocably agrees that as a Defaulting Member it shall pay the amount of the Default Loan together with accrued interest to the The Non-Defaulting Member when dueis authorized to file a UCC Financing Statement to perfect its security interest in the Membership Interest of the Defaulting Member. If the aggregate amount payable is not discharged by Upon repayment of all such Default Loan(s), the Defaulting Member when due, the Non-shall no longer be a Defaulting Member, without waiver Member for purposes of other remedies, may exercise the remedies set forth below this Agreement. All rights provided under this Section 3.4(E)(i) shall be subject to the extent permitted by terms of any applicable Legal RequirementsMortgage Loan documents.