Common use of Default Loans Clause in Contracts

Default Loans. (a) If any Partner (the "Defaulting Partner") shall fail to advance the full amount of its share of any Capital Contribution on or before the Drawdown Date therefor, distributions of Distributable Proceeds to the Defaulting Partner shall be immediately suspended, the General Partner shall immediately notify the other Partners of such default and the amount thereof and each of the other Partners (a "Non-Defaulting Partner") shall have the right, but not the obligation, to advance to the Partnership on behalf of such Defaulting Partner, within fifteen (15) Business days after the Drawdown Date, an amount of money equal to its proportionate share (based upon the ratio of the Capital Commitment Percentages of those Non- Defaulting Partners to each other or in such other proportion as they may agree) of the amount of the Capital Contribution the Defaulting Partner was required to but did not make, which advance shall be considered a loan (a "Default Loan") from the Non-Defaulting Partner to the Defaulting Partner and shall bear interest on the outstanding principal amount thereof at an annual rate equal to the lesser of (x) the Prime Rate plus 3% (but in no event less than the rate provided in Section 6.2), and (y) the maximum rate permitted by law, for the period commencing on the date of the advance by the Non-Defaulting Partner to, but not including, the date of repayment thereof. Each Non-Defaulting Partner which has made the maximum Default Loan permitted hereunder shall also have the right but not the obligation to make an additional Default Loan within thirty (30) Business Days after the Drawdown Date, corresponding to its proportionate share (based upon the ratio of the Capital Commitment Percentages of those Non-Defaulting Partners to each other or in such other proportion as they may agree) of any amount not contributed by any other Non-Defaulting Partner. The amount of each Default Loan (excluding interest) shall be reflected on the books of the Partnership as, and shall be deemed for the purposes of this Agreement, a Capital Contribution by the Defaulting Partner.

Default Loans. a. In the event that any Member (a) If any Partner (the "a “Defaulting Partner"Member”) shall fail be in material breach as a result of its failure to advance contribute its share of working capital, any other Member, provided such other Member shall have advanced the full amount of its share of any Capital Contribution on or before capital contribution (the Drawdown Date therefor, distributions of Distributable Proceeds to the Defaulting Partner shall be immediately suspended, the General Partner shall immediately notify the other Partners of such default and the amount thereof and each of the other Partners (a "“Non-Defaulting Partner") Member”), shall have the rightright and option at any time thereafter, but not the obligation, to advance lend (any such loan being herein referred to as a “Default Loan”) to the Partnership on behalf of such Defaulting Partner, within fifteen (15) Business days after the Drawdown Date, an amount of money equal to its proportionate share (based upon the ratio Company all or any portion of the Capital Commitment Percentages of those Non- Defaulting Partners to each other or in such other proportion as they may agree) capital contribution required of the amount of Defaulting Member (herein referred to as the Capital Contribution the Defaulting Partner was required to but did not make, which advance shall be considered a loan (a "Default Loan") from the “Defaulted Amount”). If more than one Non-Defaulting Partner Member shall desire to make a Default Loan, such Non-Defaulting Members shall loan the Defaulted Amount in such proportions as they shall decide; if they cannot decide, each Non-Defaulting Member’s Default Loan shall be made in the proportion that its Percentage Interest bears to the Percentage Interests of all Non-Defaulting Partner and Members desiring to make a Default Loan. Default Loans shall bear (i) earn interest on the outstanding principal amount thereof at an annual a rate equal to the lesser lessor from time to time of (x1) the Prime Rate plus 310% (but in no event less than the rate provided in Section 6.2)per annum, and (y2) the maximum rate then permitted by lawapplicable law as to the Defaulting Member in respect to whom the Default Loan is made, for from the period commencing date the Default Loan is deemed to have been made until the same is repaid in full, (ii) unless repaid sooner pursuant to any other provision of this agreement, be repaid by the Company on the fifth anniversary of the due date of the advance by the Non-Defaulting Partner to, but not including, the date Defaulted Amount in respect of repayment thereof. Each Non-Defaulting Partner which has made the maximum such Default Loan permitted hereunder shall also have the right but not the obligation to make an additional Default Loan within thirty was made, (30iii) Business Days after the Drawdown Date, corresponding to its proportionate share (based upon the ratio of the Capital Commitment Percentages of those Non-Defaulting Partners to each other or in such other proportion as they may agree) of any amount not contributed by any other Non-Defaulting Partner. The amount of each Default Loan (excluding interest) shall be reflected on the books of the Partnership asCompany, (iv) be entitled to distribution in the order of priority provided in Article 10 hereof, and shall be deemed for (v) as contributed from time to time, have priority vis-à-vis other Default Loans based upon the purposes inverse order of this Agreement, a Capital Contribution by the Defaulting Partnerdate of contribution of the same.

Default Loans. (a) If any Partner (the "Defaulting Partner") shall fail to advance the full amount of its share of any Capital Contribution on or before the Drawdown Date therefor, distributions of Distributable Proceeds to the Defaulting Partner shall be immediately suspended, the General Partner shall immediately notify the other Partners of such default and the amount thereof and each of the other Partners (a "Non-Defaulting Partner"Member shall elect to advance a Default Loan as contemplated by Section 5.08 (the Default Loans ), the amount of such advance shall be made to the Company but shall, for all purposes, be deemed a loan made to and on behalf of the Defaulting Member to enable the Defaulting Member to make its required Additional Capital Contribution. Default Loans shall bear interest at the Default Rate, and, if not sooner paid, the outstanding principal amount thereof, together with accrued and unpaid interest thereon, shall be due and payable in full on the Liquidation Date in accordance with the priorities set forth in Article XIII. In order to secure the payment of the Default Loans, and interest thereon, the Defaulting Member shall be deemed to have granted to the Non-Defaulting Member a security interest in the Membership Interest of the Defaulting Member and shall be deemed to have constituted and appointed the Non-Defaulting Member, or any officer, agent, employee, or Affiliate of the Non-Defaulting Member designated by the Non- Defaulting Member, as the true and lawful agent and attorney-in-fact for the Defaulting Member with full power of substitution and with the full right, power and authority to execute such financing statements, continuation statements and other similar instruments and documents reasonably necessary in order to perfect the security interest herein granted. (b) The making of a Default Loan by the Non- Defaulting Member shall not relieve the Defaulting Member of its obligation to make the Additional Capital Contribution, or the portion thereof as to which it is in default. The Non-Defaulting Member shall have the right at any time that a Default Loan is outstanding, to elect the remedies set forth in Section 5.08(b), in which event the recovery shall first be applied in payment of outstanding Default Loans and interest thereon. In addition, the Non-Defaulting Member shall have the right, but not at its election and without further action of the obligationManagement Committee, to advance contribute to the Partnership Company, at any time or from time to time, an amount not to exceed the principal amount of the Default Loans outstanding, together with any accrued and unpaid interest thereon, the amount thereof to be treated as though an Additional Capital Contribution had been made to the Company pursuant to Section 5.08(c) with an adjustment to the Sharing Ratios of the Members with respect to the amount so contributed as contemplated by Section 5.08(c), in which event, however, the Default Loan, and all accrued and unpaid interest thereon, shall be deemed to have been paid in full. 5.10 Status as Defaulting Member. A Defaulting Member shall cease to be such on the earlier to occur of (i) payment of the required Capital Contribution, and any required interest in full prior to any funding on behalf of such Defaulting Partner, within fifteen (15) Business days after the Drawdown Date, an amount of money equal to its proportionate share (based upon the ratio of the Capital Commitment Percentages of those Non- Defaulting Partners to each other or in such other proportion as they may agree) of the amount of the Capital Contribution the Defaulting Partner was required to but did not make, which advance shall be considered a loan (a "Default Loan") from the Non-Defaulting Partner to the Defaulting Partner and shall bear interest on the outstanding principal amount thereof at an annual rate equal to the lesser of (x) the Prime Rate plus 3% (but in no event less than the rate provided in Section 6.2), and (y) the maximum rate permitted by law, for the period commencing on the date of the advance Member by the Non-Defaulting Partner to, but Member; (ii) if a Default Loan has not including, been advanced by the date of repayment thereof. Each Non-Defaulting Partner which has made Member, an election by the maximum Default Loan permitted hereunder shall also have the right but not the obligation to make an additional Default Loan within thirty (30) Business Days after the Drawdown Date, corresponding to its proportionate share (based upon the ratio of the Capital Commitment Percentages of those Non-Defaulting Partners Member to each other or in such other proportion treat its contribution on behalf of the Defaulting Member as they may agreean Additional Capital Contribution to the Company and to adjust the Sharing Ratios accordingly; and (iii) of any amount not contributed if a Default Loan has been advanced by any other the Non-Defaulting Partner. The amount of each Default Loan (excluding interest) shall be reflected on the books Member, upon payment thereof, and interest thereon in full, or upon deemed payment thereof by contribution of the Partnership asamount thereof to the capital of the Company by the Non-Defaulting Member. Notwithstanding the foregoing, and shall be deemed for except as otherwise expressly approved in writing by the purposes of this AgreementNon- Defaulting Member, a Capital Contribution by Defaulting Member shall not be entitled to cure its default and to be reinstated as a Member in good standing in the Company if the Non-Defaulting Member has delivered a written notice of exercise of the right to purchase the Defaulting Partner.Member s Membership Interest pursuant to Section 5.08(d) and such default has not been cured within ten (10) days after delivery of such written notice. 5.11

Default Loans. (a) If any Partner Member fails to make (the "Defaulting Partner"in whole or in part) shall fail to advance the full amount of its share of any Capital Contribution on or before the Drawdown Date therefor, distributions of Distributable Proceeds pursuant to the Defaulting Partner shall be immediately suspended, the General Partner shall immediately notify the other Partners of SECTION 4.1(D) and/or SECTION 4.4 (any such default and the amount thereof and each of the other Partners (Member is herein referred to as a "Non-Defaulting PartnerNoncontributing Member"), then any Member that has made its Capital Contribution (any such Member is herein referred to as a "Contributing Member") shall have the right, but not the obligation, option to advance make a Default Loan to the Partnership Company on behalf of such Defaulting Partner, within fifteen (15) Business days after the Drawdown Date, an amount of money Noncontributing Member equal to its proportionate share (based upon the ratio of the Capital Commitment Percentages of those Non- Defaulting Partners to each other or in such other proportion as they may agree) of the amount of the Capital Contribution not made by the Defaulting Partner was required to but did not make, which advance shall be considered a loan Noncontributing Member (a "Default Loan"), on the terms and conditions set forth in SECTION 4.5(B) from below. In the event that more than one Contributing Member desires to make a Default Loan on account of the Noncontributing Member, such Contributing Members shall be permitted to participate in proportion to their respective Interests exclusive of the Interest of the Non-Defaulting Partner Contributing Member. (b) A Default Loan (which for all purposes of this Agreement shall include all accrued and unpaid interest thereon) made on behalf of a Member due to the Defaulting Partner and its failure to make its Capital Contribution shall bear interest on from the outstanding principal amount thereof date such Capital Contribution is due at an annual rate equal to the lesser of rate announced from time to time in The Wall Street Journal as the "prime rate" plus four (x4) the Prime Rate plus 3% (but in no event less than the rate provided in Section 6.2), and (y) the maximum rate permitted by law, for the period commencing on the date of the advance by the Non-Defaulting Partner to, but not including, the date of repayment thereof. Each Non-Defaulting Partner which has made the maximum Default Loan permitted hereunder shall also have the right but not the obligation to make an additional Default Loan within thirty (30) Business Days after the Drawdown Date, corresponding to its proportionate share (based upon the ratio of the Capital Commitment Percentages of those Non-Defaulting Partners to each other or in such other proportion as they may agree) of any amount not contributed by any other Non-Defaulting Partner. The amount of each Default Loan (excluding interest) shall be reflected on the books of the Partnership aspercentage points, and shall mature upon the liquidation of the Company if not otherwise paid in full pursuant to the terms of this Agreement. In the event that The Wall Street Journal shall no longer be deemed published, then the Member entitled to payments of interest shall be entitled to select, in its reasonable discretion, an alternative publication or institutional "prime" or "base" rate (and, if there is more than one such Member, then the Member with the greatest Interest shall be entitled to make such selection). Any Default Loan and interest thereon shall be required to be repaid by the Noncontributing Member only to the extent distributions are made to such Member as set forth in SECTION 6.2 and SECTION 6.3, and no Noncontributing Member shall have any personal liability for the purposes repayment of same or any interest thereon. In the event that there shall be more than one Default Loan during the term of this Agreement, a Capital Contribution by then the Defaulting Partnerapplication of the various rights set forth in this SECTION 4.5 shall be applied separately to each such Default Loan.

Default Loans. (a) If any Partner (the "Defaulting Partner") Member shall fail to advance the full amount of its share of any Additional Capital Contribution pursuant to Section 2.2 hereof on or before the Drawdown Due Date therefor, distributions of Distributable Proceeds thereof then the Managing Member shall give immediate notice to any Member failing to advance the Defaulting Partner shall be immediately suspended, the General Partner shall immediately notify the other Partners of such default and the amount thereof and each of the other Partners Additional Capital Contribution (a "“Defaulting Member”). Should any Defaulting Member fail to advance the Additional Capital Contribution within ten (10) days after such notice, then each non-defaulting Member (a “Non-Defaulting Partner"Member”) that does not have an outstanding Default Loan made to it hereunder (a “Lending Eligible Member”) shall have the right, but not the obligation, to advance to the Partnership on behalf of such Defaulting Partner, within fifteen (15) Business days after the Drawdown Date, an amount of money equal to its proportionate share (based upon the ratio of the Capital Commitment Percentages of those Non- Defaulting Partners to each other or in such other proportion as they may agree) of the amount of the Capital Contribution the Defaulting Partner was required to but did not make, which advance shall be considered make a loan (a "“Default Loan"”) from the Non-to such Defaulting Partner Member in an amount equal to the Defaulting Partner Member’s Percentage Interest of such Additional Capital Contribution within thirty (30) days after the Due Date. If a Default Loan(s) shall be made in accordance with this Section 2.3, the Company shall also notify the Defaulting Member of the amount and date of the Default Loan(s). Each Default Loan shall bear be deemed to be made to the Defaulting Member, with the proceeds of each Default Loan by the Lending Eligible Member making same being delivered to the Company in immediately available funds on such Defaulting Member’s behalf. A Default Loan shall be deemed to have been advanced on the Due Date. Default Loans shall earn interest on the outstanding principal amount thereof at an annual a rate equal to the lesser of (xi) the Prime Default Loan Rate plus 3% or (but in no event less than the rate provided in Section 6.2), and (yii) the maximum rate permitted by lawMaximum Rate, for from the period commencing on Due Date until the date of the advance by the Non-Defaulting Partner to, but not including, the date of repayment thereof. Each Non-Defaulting Partner which has made the maximum Default Loan permitted hereunder shall also have the right but not the obligation to make an additional Default Loan within thirty (30) Business Days after the Drawdown Date, corresponding to its proportionate share (based upon the ratio of the Capital Commitment Percentages of those Non-Defaulting Partners to each other or same is repaid in such other proportion as they may agree) of any amount not contributed by any other Non-Defaulting Partner. The amount of each Default Loan (excluding interest) shall be reflected on the books of the Partnership as, and shall be deemed for the purposes of this Agreement, a Capital Contribution by the Defaulting Partnerfull.

Default Loans. (a) If any Partner (the "Defaulting Partner") Member shall fail to advance the full amount of its share of any ------------- Additional Capital Contribution pursuant to Section 2.2 hereof on or before the Drawdown Due Date thereforthereof then the Managing Member shall give immediate notice to any Member failing to advance the Additional Capital Contribution (a "Defaulting Member"). Should any Defaulting Member fail to advance the Additional Capital Contribution within ten (10) days after such notice, distributions of Distributable Proceeds to the Defaulting Partner shall be immediately suspended, the General Partner shall immediately notify the other Partners of such default and the amount thereof and then each of the other Partners non-defaulting Member (a "Non-Defaulting PartnerMember") that does not have an outstanding Default Loan made to it hereunder (a "Lending Eligible Member") shall have the right, but not the obligation, to advance to the Partnership on behalf of such Defaulting Partner, within fifteen (15) Business days after the Drawdown Date, an amount of money equal to its proportionate share (based upon the ratio of the Capital Commitment Percentages of those Non- Defaulting Partners to each other or in such other proportion as they may agree) of the amount of the Capital Contribution the Defaulting Partner was required to but did not make, which advance shall be considered make a loan (a "Default Loan") from the Non-to such Defaulting Partner Member in an amount equal to the Defaulting Partner Member's Percentage Interest of such Additional Capital Contribution within thirty (30) days after the Due Date. If a Default Loan(s) shall be made in accordance with this Section 2.3, the Company shall also notify the Defaulting Member of the amount and date of the Default Loan(s). Each Default Loan shall bear be deemed to be made to the Defaulting Member, with the proceeds of each Default Loan by the Lending Eligible Member making same being delivered to the Company in immediately available funds on such Defaulting Member's behalf. A Default Loan shall be deemed to have been advanced on the Due Date. Default Loans shall earn interest on the outstanding principal amount thereof at an annual a rate equal to the lesser of (xi) the Prime Default Loan Rate plus 3% or (but in no event less than the rate provided in Section 6.2), and (yii) the maximum rate permitted by lawMaximum Rate, for from the period commencing on Due Date until the date of the advance by the Non-Defaulting Partner to, but not including, the date of repayment thereof. Each Non-Defaulting Partner which has made the maximum Default Loan permitted hereunder shall also have the right but not the obligation to make an additional Default Loan within thirty (30) Business Days after the Drawdown Date, corresponding to its proportionate share (based upon the ratio of the Capital Commitment Percentages of those Non-Defaulting Partners to each other or same is repaid in such other proportion as they may agree) of any amount not contributed by any other Non-Defaulting Partner. The amount of each Default Loan (excluding interest) shall be reflected on the books of the Partnership as, and shall be deemed for the purposes of this Agreement, a Capital Contribution by the Defaulting Partnerfull.