Common use of Default Loans Clause in Contracts

Default Loans. Whether or not the Company has or shall institute suit against the Defaulting Member having failed to make a required Initial Capital Contribution or Additional Contribution, any other Member may, at its election, make a loan (a “Default Loan”) to the Defaulting Member of all of the amount which the Defaulting Member was obligated to contribute to the Company. The Defaulting Member hereby irrevocably authorizes and directs any other Member to advance the proceeds of each Default Loan to the Company. Receipt by the Company of such proceeds shall constitute a capital contribution of, and consideration received by, the Defaulting Member and such Default Loan shall be legally enforceable to the same extent and in the same manner, subject to the terms of this Agreement, as if such proceeds were paid directly to the Defaulting Member. The making of a Default Loan to the Defaulting Member shall not cure the default by the Defaulting Member. Each Default Loan shall bear interest on the unpaid principal amount thereof from time to time remaining from the date advanced until repaid in an amount equal to the aggregate for each month that the Default Loan is outstanding of the interest for each month calculated by multiplying the balance of the Default Loan during said month by the sum of the rate on the 10 Year Treasury as of the first day of the applicable month plus 600 basis points; provided, however, that in no event shall such interest rate exceed the maximum rate permitted by law. All payments made thereon shall be applied first toward payment of unpaid accrued interest and then (if any remains) toward payment of principal. At any time following the expiration of the applicable Grace Period, each Default Loan, both principal and interest, shall be due and payable from the Defaulting Member to the Member who advanced such Default Loan upon demand by said lending Member. The lending Member shall have and is hereby granted a first and prior lien and security interest upon the interest of the Defaulting Member in the Company and all amounts, payments and proceeds becoming distributable or payable to such Defaulting Member to secure repayment of a Default Loan. If suit or other proceedings in any court shall be instituted for collection of a Default Loan or enforcement of the lien and security interest securing payment of same, the Defaulting Member shall also be liable for all court costs and reasonable attorneys' fees thereby incurred, payment of which shall likewise be secured by said security interest and lien. A Member who becomes a Defaulting Member shall continue to be a Defaulting Member until all Default Loans made to such Member have been fully repaid, both principal and interest, and all amounts due from the Defaulting Member to the Company have been fully paid. All amounts, Distributable Cash, Capital Transaction Proceeds and any other payments and proceeds which become distributable or payable to a Defaulting Member shall be paid, first, to pay off all Default Loans made to the Defaulting Member (in which case such amounts shall be treated as if the Company distributed or paid, as applicable, such amounts to the Defaulting Member and the Defaulting Member used such amounts to repay, in whole or in part, any Default Loan made to the Defaulting Member), and second (if any remains), to pay all amounts due the Company from the Defaulting Member with only the remainder, if any, to be paid to the Defaulting Member.

Default Loans. Whether or not (a) If the Non-Defaulting 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 has or shall institute suit against but shall, for all purposes, be deemed a loan made to and on behalf of the Defaulting Member having failed to make a required Initial Capital Contribution or Additional Contribution, any other Member may, at its election, make a loan (a “Default Loan”) to enable the Defaulting Member of all 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 amount which the Defaulting Member was obligated to contribute to the Company. The Defaulting Member hereby irrevocably authorizes and directs any other Member to advance the proceeds of each Default Loan to the Company. Receipt by the Company of such proceeds shall constitute a capital contribution ofLoans, and consideration received byinterest thereon, the Defaulting Member and such Default Loan shall be legally enforceable deemed to have granted to the same extent and Non-Defaulting Member a security interest in the same mannerMembership Interest of the Defaulting Member and shall be deemed to have constituted and appointed the Non-Defaulting Member, subject to or any officer, agent, employee, or Affiliate of the terms of this AgreementNon-Defaulting Member designated by the Non- Defaulting Member, as if such proceeds were paid directly to the true and lawful agent and attorney-in-fact for the Defaulting Member. 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 to by the Non- Defaulting Member shall not cure the default by relieve the Defaulting MemberMember of its obligation to make the Additional Capital Contribution, or the portion thereof as to which it is in default. Each 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 bear first be applied in payment of outstanding Default Loans and interest on thereon. In addition, the unpaid principal amount thereof Non-Defaulting Member shall have the right, at its election and without further action of the Management Committee, to contribute to the Company, at any time or from time to time remaining from the date advanced until repaid in time, an amount equal not to exceed the aggregate for each month that the Default Loan is outstanding of the interest for each month calculated by multiplying the balance principal amount of the Default Loan during said month by Loans outstanding, together with any accrued and unpaid interest thereon, the sum 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 rate on Members with respect to the 10 Year Treasury amount so contributed as of the first day of the applicable month plus 600 basis points; providedcontemplated by Section 5.08(c), in which event, however, that in no event shall such interest rate exceed the maximum rate permitted by law. All payments made thereon shall be applied first toward payment of unpaid accrued interest and then (if any remains) toward payment of principal. At any time following the expiration of the applicable Grace Period, each Default Loan, both principal and interestall accrued and unpaid interest thereon, shall be due and payable from the Defaulting Member deemed to the Member who advanced such Default Loan upon demand by said lending Member. The lending Member shall have and is hereby granted a first and prior lien and security interest upon the interest of the Defaulting Member in the Company and all amounts, payments and proceeds becoming distributable or payable to such Defaulting Member to secure repayment of a Default Loan. If suit or other proceedings in any court shall be instituted for collection of a Default Loan or enforcement of the lien and security interest securing payment of same, the Defaulting Member shall also be liable for all court costs and reasonable attorneys' fees thereby incurred, payment of which shall likewise be secured by said security interest and lien. A Member who becomes a Defaulting Member shall continue to be a Defaulting Member until all Default Loans made to such Member have been fully repaid, both principal and interest, and all amounts due from the Defaulting Member to the Company have been fully paid. All amounts, Distributable Cash, Capital Transaction Proceeds and any other payments and proceeds which become distributable or payable to a Defaulting Member shall be paid, first, to pay off all Default Loans made to the Defaulting Member (paid in which case such amounts shall be treated as if the Company distributed or paid, as applicable, such amounts to the Defaulting Member and the Defaulting Member used such amounts to repay, in whole or in part, any Default Loan made to the Defaulting Member), and second (if any remains), to pay all amounts due the Company from the Defaulting Member with only the remainder, if any, to be paid to the Defaulting Memberfull.

Default Loans. Whether (a) If any Member shall fail to advance any ------------- Additional Capital Contribution pursuant to Section 2.2 hereof on or before the Due Date thereof 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, then each non-defaulting Member (a "Non-Defaulting Member") that does not have an outstanding Default Loan made to it hereunder (a "Lending Eligible Member") shall have the right, but not the Company has or shall institute suit against the Defaulting Member having failed obligation, to make a required Initial Capital Contribution or Additional Contribution, any other Member may, at its election, make a loan (a “"Default Loan”") to such Defaulting Member in an amount equal to the Defaulting 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 all the amount and date of the amount which Default Loan(s). Each Default Loan shall be deemed to be made to the Defaulting Member was obligated to contribute to the Company. The Defaulting Member hereby irrevocably authorizes and directs any other Member to advance Member, with the proceeds of each Default Loan by the Lending Eligible Member making same being delivered to the CompanyCompany in immediately available funds on such Defaulting Member's behalf. Receipt 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 a rate equal to the lesser of (i) the Default Loan Rate or (ii) the Maximum Rate, from the Due Date until the same is repaid in full. (b) Default Loans shall be non-recourse, secured as provided in paragraph (c) of this Section 2.3 and shall have a term of ninety (90) days and be repayable by and collectible from the Company Defaulting Member only as set forth in this Section 2.3(b). A Member making a Default Loan (a "Lending Member") may, in the exercise of such proceeds shall constitute Member's sole and absolute discretion, extend (for a capital contribution of, and consideration received byperiod(s) to be determined by such Member) the term of a Default Loan. If a Member makes a Default Loan, the Defaulting Member shall not receive any distributions of Net Cash Flow or Net Proceeds of a Capital Transaction or any proceeds from the transfer of all or any part of its interest in the Company while the Default Loan remains unpaid. Instead, the Defaulting Member's share of Net Cash Flow and Net Proceeds of a Capital Transaction or such other proceeds shall (until all Default Loans and interest thereon shall have been repaid in full) first be paid to the Lending Member. Such payments shall be applied first to the payment of interest on such Default Loan Loans and then to the repayment of the principal amounts thereof, but shall be legally enforceable to the same extent and in the same mannerconsidered, subject to the terms for all other purposes of this Agreement, as if such proceeds were paid directly to have been distributed to the Defaulting Member. Distributions of Net Cash Flow to such Defaulting Member shall be reinstated prospectively upon the full repayment of a Default Loan and interest thereon to the Lending Member (if a Default Loan has been made). In addition, at any time during the term of such Default Loan, the Defaulting Member shall have the right to repay, in full, the Default Loan (including interest). (c) If a Member makes a Default Loan, the Defaulting Member shall be deemed to have pledged to the Lending Member, and granted to such Lending Member a continuing first priority security interest in, all of the Company Interest of the Defaulting Member and all distributions of Net Cash Flow or Net Proceeds of a Capital Transaction due to a Defaulting Member (it being understood that if any one of the ▇▇▇▇ Members is a Defaulting Member that such first priority security interest shall be secured by all of the Company Interests of the ▇▇▇▇ Members and such distributions payable to all of the ▇▇▇▇ Members) to secure the payment of the principal of, and interest on, such Default Loan in accordance with the provisions hereof, and for such purpose this Agreement shall constitute a security agreement. The Defaulting Member shall promptly execute, acknowledge and deliver such financing statements, continuation statements or other documents and take such other actions as the Lending Member shall request in order to perfect or continue the perfection of such security interest; and, if the Defaulting Member shall fail to do so within seven (7) days after demand therefor, the Lending Member is hereby appointed the attorney-in-fact of, and is hereby authorized on behalf of, the Defaulting Member, to execute, acknowledge and deliver all such documents and take all such other actions as may be required to perfect such security interest. Such appointment and authorization are coupled with an interest and shall be irrevocable. Any Lending Member holding a security interest in such Company Interest of a Defaulting Member or in distributions of Net Cash Flow or Net Proceeds of a Capital Transaction due to a Defaulting Member as a result of the making of a Default Loan to such Defaulting Member shall, prior to exercising any right or remedy (whether at law, in equity or pursuant to the terms hereof) available to such Lending Member in connection with such security interest, provide to the Defaulting Member written notice, in reasonable detail, of the right or remedy to be exercised and the intended timing of such exercise. (d) If the Defaulting Member shall not cure fail to make an Additional Capital Contribution and such failure constitutes a "Member Material Default", then the Defaulting Member and its representatives on the Management Committee shall have no further voting right or right to participate in the management of the Company until the default due to the failure to make the Additional Capital Contribution is cured, it being understood that if any of the ▇▇▇▇ Members is a Defaulting Member, then the ▇▇▇▇ Committee Member shall have no further voting rights until such default is cured. "Member Material Default" shall mean a default by the Defaulting Member. Each Default Loan shall bear interest on Member (for this purpose and pursuant to Section 3.4 the unpaid principal amount thereof from time to time remaining from the date advanced until repaid in an amount equal to the aggregate for each month that the Default Loan is outstanding of the interest for each month calculated by multiplying the balance of the Default Loan during said month by the sum of the rate on the 10 Year Treasury as of the first day of the applicable month plus 600 basis points; provided, however, that in no event shall such interest rate exceed the maximum rate permitted by law. All payments made thereon ▇▇▇▇ Members shall be applied first toward payment of unpaid accrued interest and then (if any remainsdeemed to act as a single entity) toward payment of principal. At any time following the after expiration of the applicable Grace Periodten (10) day notice provision set forth in Section 2.3(a) to contribute Additional Capital Contributions in the aggregate during the existence of the Company an amount greater than One Million Dollars ($1,000,000). During the continuance of a Member Material Default, each Default Loan, both principal and interest, the Company shall be due and payable from the Defaulting Member managed without regard to the Member who advanced such Default Loan upon demand by said lending Member. The lending Member shall have and is hereby granted a first and prior lien and security interest upon the interest voting rights of the Defaulting any Member in Member Material Default, and decisions otherwise subject to the Company and all amounts, payments and proceeds becoming distributable consent and/or approval and/or participation of such Member in Member Material Default (or payable to such Defaulting Member to secure repayment of a Default Loan. If suit or other proceedings in any court its representative on the Management Committee) shall be instituted for collection made without the necessity of a Default Loan or enforcement obtaining the consent and/or approval and/or participation of the lien and security interest securing payment of same, the Defaulting Member shall also be liable for all court costs and reasonable attorneys' fees thereby incurred, payment of which shall likewise be secured by said security interest and lien. A Member who becomes a Defaulting Member shall continue to be a Defaulting Member until all Default Loans made to such Member have been fully repaid, both principal and interest, and all amounts due from in Member Material Default (or its representative on the Defaulting Member to the Company have been fully paid. All amounts, Distributable Cash, Capital Transaction Proceeds and any other payments and proceeds which become distributable or payable to a Defaulting Member shall be paid, first, to pay off all Default Loans made to the Defaulting Member (in which case such amounts shall be treated as if the Company distributed or paid, as applicable, such amounts to the Defaulting Member and the Defaulting Member used such amounts to repay, in whole or in part, any Default Loan made to the Defaulting MemberManagement Committee), and second (if any remains), to pay all amounts due the Company from the Defaulting Member with only the remainder, if any, to be paid to the Defaulting Member.

Default Loans. Whether or not If the Company has or Contributing Partner shall institute suit against elect to advance a Default Loan as contemplated by Section 4.3 (the "Default Loans"), the amount of such advance shall be made to the Joint Venture but shall, for all purposes, be deemed a loan made to and on behalf of the Defaulting Member having failed Partner to enable the Defaulting Partner to make a its required Initial Capital Contribution or Additional Contributioncapital contribution. Default Loans shall bear interest at the Default Rate, any other Member mayand, at its electionif not sooner paid, make a loan (a “Default Loan”) 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 X. In order to secure the Defaulting Member of all payment of the amount which the Defaulting Member was obligated to contribute to the Company. The Defaulting Member hereby irrevocably authorizes and directs any other Member to advance the proceeds of each Default Loan to the Company. Receipt by the Company of such proceeds shall constitute a capital contribution ofLoans, and consideration received byinterest thereon, the Defaulting Member and such Default Loan Partner shall be legally enforceable deemed to have granted to the same extent and Contributing Partner a security interest in the same mannerPartnership Interest of the Defaulting Partner and shall be deemed to have constituted and appointed the Contributing Partner, subject to or any officer, agent, employee, or Affiliate of the terms of this AgreementContributing Partner designated by the Contributing Partner, as if such proceeds were paid directly to the true and lawful agent and attorney- in-fact for the Defaulting MemberPartner 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. The making of a Default Loan to by the Contributing Partner shall not relieve the Defaulting Member Partner of its obligation to make the capital contribution, or the portion thereof as to which it is in default. The Contributing Partner shall not cure have the default by the Defaulting Member. Each Default Loan shall bear interest on the unpaid principal amount thereof from right at any time to time remaining from the date advanced until repaid in an amount equal to the aggregate for each month that the a Default Loan is outstanding, to elect the remedies set forth in Section 4.3(c), in which event the recovery shall first be applied in payment of outstanding Default Loans and interest thereon. In addition, the Contributing Partner shall have the right, at its election and without further action of the interest for each month calculated by multiplying Committee, to contribute to the balance Joint Venture, at any time or f rom time to time, an amount not to exceed the principal amount of the Default Loan during said month by Loans outstanding, together with any accrued and unpaid interest thereon, the sum amount thereof to be treated as though an additional capital contribution had been made to the Joint Venture pursuant to Section 4.3 (d) with an adjustment to the Partnership Percentages of the rate on Partners with respect to the 10 Year Treasury amount so contributed as of the first day of the applicable month plus 600 basis points; providedcontemplated by Section 4.3(d), in which event, however, that in no event shall such interest rate exceed the maximum rate permitted by law. All payments made thereon shall be applied first toward payment of unpaid accrued interest and then (if any remains) toward payment of principal. At any time following the expiration of the applicable Grace Period, each Default Loan, both principal and interestall accrued and unpaid interest thereon, shall be due and payable from the Defaulting Member deemed to the Member who advanced such Default Loan upon demand by said lending Member. The lending Member shall have and is hereby granted a first and prior lien and security interest upon the interest of the Defaulting Member in the Company and all amounts, payments and proceeds becoming distributable or payable to such Defaulting Member to secure repayment of a Default Loan. If suit or other proceedings in any court shall be instituted for collection of a Default Loan or enforcement of the lien and security interest securing payment of same, the Defaulting Member shall also be liable for all court costs and reasonable attorneys' fees thereby incurred, payment of which shall likewise be secured by said security interest and lien. A Member who becomes a Defaulting Member shall continue to be a Defaulting Member until all Default Loans made to such Member have been fully repaid, both principal and interest, and all amounts due from the Defaulting Member to the Company have been fully paid. All amounts, Distributable Cash, Capital Transaction Proceeds and any other payments and proceeds which become distributable or payable to a Defaulting Member shall be paid, first, to pay off all Default Loans made to the Defaulting Member (paid in which case such amounts shall be treated as if the Company distributed or paid, as applicable, such amounts to the Defaulting Member and the Defaulting Member used such amounts to repay, in whole or in part, any Default Loan made to the Defaulting Member), and second (if any remains), to pay all amounts due the Company from the Defaulting Member with only the remainder, if any, to be paid to the Defaulting Memberfull.

Default Loans. Whether (a) If any Member shall fail to advance any Additional Capital Contribution pursuant to Section 2.2 hereof on or before the Due Date thereof 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, then each non-defaulting Member (a “Non-Defaulting Member”) that does not have an outstanding Default Loan made to it hereunder (a “Lending Eligible Member”) shall have the right, but not the Company has or shall institute suit against the Defaulting Member having failed obligation, to make a required Initial Capital Contribution or Additional Contribution, any other Member may, at its election, make a loan (a “Default Loan”) to such Defaulting Member in an amount equal to the Defaulting 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 all the amount and date of the amount which Default Loan(s). Each Default Loan shall be deemed to be made to the Defaulting Member was obligated to contribute to the Company. The Defaulting Member hereby irrevocably authorizes and directs any other Member to advance Member, with the proceeds of each Default Loan by the Lending Eligible Member making same being delivered to the CompanyCompany in immediately available funds on such Defaulting Member’s behalf. Receipt 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 a rate equal to the lesser of (i) the Default Loan Rate or (ii) the Maximum Rate, from the Due Date until the same is repaid in full. (b) Default Loans shall be non-recourse, secured as provided in paragraph (c) of this Section 2.3 and shall have a term of ninety (90) days and be repayable by and collectible from the Company Defaulting Member only as set forth in this Section 2.3(b). A Member making a Default Loan (a “Lending Member”) may, in the exercise of such proceeds shall constitute Member’s sole and absolute discretion, extend (for a capital contribution of, and consideration received byperiod(s) to be determined by such Member) the term of a Default Loan. If a Member makes a Default Loan, the Defaulting Member shall not receive any distributions of Net Cash Flow or Net Proceeds of a Capital Transaction or any proceeds from the transfer of all or any part of its interest in the Company while the Default Loan remains unpaid. Instead, the Defaulting Member’s share of Net Cash Flow and Net Proceeds of a Capital Transaction or such other proceeds shall (until all Default Loans and interest thereon shall have been repaid in full) first be paid to the Lending Member. Such payments shall be applied first to the payment of interest on such Default Loan Loans and then to the repayment of the principal amounts thereof, but shall be legally enforceable to the same extent and in the same mannerconsidered, subject to the terms for all other purposes of this Agreement, as if such proceeds were paid directly to have been distributed to the Defaulting Member. Distributions of Net Cash Flow to such Defaulting Member shall be reinstated prospectively upon the full repayment of a Default Loan and interest thereon to the Lending Member (if a Default Loan has been made). In addition, at any time during the term of such Default Loan, the Defaulting Member shall have the right to repay, in full, the Default Loan (including interest). (c) If a Member makes a Default Loan, the Defaulting Member shall be deemed to have pledged to the Lending Member, and granted to such Lending Member a continuing first priority security interest in, all of the Company Interest of the Defaulting Member and all distributions of Net Cash Flow or Net Proceeds of a Capital Transaction due to a Defaulting Member (it being understood that if any one of the ▇▇▇▇ Members is a Defaulting Member that such first priority security interest shall be secured by all of the Company Interests of the ▇▇▇▇ Members and such distributions payable to all of the ▇▇▇▇ Members) to secure the payment of the principal of, and interest on, such Default Loan in accordance with the provisions hereof, and for such purpose this Agreement shall constitute a security agreement. The Defaulting Member shall promptly execute, acknowledge and deliver such financing statements, continuation statements or other documents and take such other actions as the Lending Member shall request in order to perfect or continue the perfection of such security interest; and, if the Defaulting Member shall fail to do so within seven (7) days after demand therefor, the Lending Member is hereby appointed the attorney-in-fact of, and is hereby authorized on behalf of, the Defaulting Member, to execute, acknowledge and deliver all such documents and take all such other actions as may be required to perfect such security interest. Such appointment and authorization are coupled with an interest and shall be irrevocable. Any Lending Member holding a security interest in such Company Interest of a Defaulting Member or in distributions of Net Cash Flow or Net Proceeds of a Capital Transaction due to a Defaulting Member as a result of the making of a Default Loan to such Defaulting Member shall, prior to exercising any right or remedy (whether at law, in equity or pursuant to the terms hereof) available to such Lending Member in connection with such security interest, provide to the Defaulting Member written notice, in reasonable detail, of the right or remedy to be exercised and the intended timing of such exercise. (d) If the Defaulting Member shall not cure fail to make an Additional Capital Contribution and such failure constitutes a “Member Material Default”, then the Defaulting Member and its representatives on the Management Committee shall have no further voting right or right to participate in the management of the Company until the default due to the failure to make the Additional Capital Contribution is cured, it being understood that if any of the ▇▇▇▇ Members is a Defaulting Member, then the ▇▇▇▇ Committee Member shall have no further voting rights until such default is cured. “Member Material Default” shall mean a default by the Defaulting Member. Each Default Loan shall bear interest on Member (for this purpose and pursuant to Section 3.4 the unpaid principal amount thereof from time to time remaining from the date advanced until repaid in an amount equal to the aggregate for each month that the Default Loan is outstanding of the interest for each month calculated by multiplying the balance of the Default Loan during said month by the sum of the rate on the 10 Year Treasury as of the first day of the applicable month plus 600 basis points; provided, however, that in no event shall such interest rate exceed the maximum rate permitted by law. All payments made thereon ▇▇▇▇ Members shall be applied first toward payment of unpaid accrued interest and then (if any remainsdeemed to act as a single entity) toward payment of principal. At any time following the after expiration of the applicable Grace Periodten (10) day notice provision set forth in Section 2.3(a) to contribute Additional Capital Contributions in the aggregate during the existence of the Company an amount greater than One Million Dollars ($1,000,000). During the continuance of a Member Material Default, each Default Loan, both principal and interest, the Company shall be due and payable from the Defaulting Member managed without regard to the Member who advanced such Default Loan upon demand by said lending Member. The lending Member shall have and is hereby granted a first and prior lien and security interest upon the interest voting rights of the Defaulting any Member in Member Material Default, and decisions otherwise subject to the Company and all amounts, payments and proceeds becoming distributable consent and/or approval and/or participation of such Member in Member Material Default (or payable to such Defaulting Member to secure repayment of a Default Loan. If suit or other proceedings in any court its representative on the Management Committee) shall be instituted for collection made without the necessity of a Default Loan or enforcement obtaining the consent and/or approval and/or participation of the lien and security interest securing payment of same, the Defaulting Member shall also be liable for all court costs and reasonable attorneys' fees thereby incurred, payment of which shall likewise be secured by said security interest and lien. A Member who becomes a Defaulting Member shall continue to be a Defaulting Member until all Default Loans made to such Member have been fully repaid, both principal and interest, and all amounts due from in Member Material Default (or its representative on the Defaulting Member to the Company have been fully paid. All amounts, Distributable Cash, Capital Transaction Proceeds and any other payments and proceeds which become distributable or payable to a Defaulting Member shall be paid, first, to pay off all Default Loans made to the Defaulting Member (in which case such amounts shall be treated as if the Company distributed or paid, as applicable, such amounts to the Defaulting Member and the Defaulting Member used such amounts to repay, in whole or in part, any Default Loan made to the Defaulting MemberManagement Committee), and second (if any remains), to pay all amounts due the Company from the Defaulting Member with only the remainder, if any, to be paid to the Defaulting Member.

Default Loans. Whether In the event of a Nonpayment under this Section 3.3, the Paying Partner, in its sole discretion, may, in lieu of the procedure provided in paragraph (c) above, and without limiting or not the Company has waiving any other rights that it may have hereunder or shall institute suit against the Defaulting Member having failed to otherwise, at law or in equity, (i) withhold or withdraw all or any part of its Additional Capital Contribution and make a loan to the Partnership in an amount up to the aggregate amount of the Additional Capital Contributions required Initial Capital Contribution or Additional Contributionof both Partners, such loan to be secured by a mortgage on the Properties (to the extent allowed under any other Member maymortgages or security instruments then encumbering the Properties), at or (ii) without withholding or withdrawing all of any part of its electionAdditional Capital Contribution, make a recourse loan (a “Default Loan”) to the Defaulting Member Nonpaying Partner (which loan repayment obligation shall survive liquidation of the Partnership) without the approval of the Nonpaying Partner by advancing for the benefit of (and as an Additional Capital Contribution by) the Nonpaying Partner directly to the Partnership all or any part of the amount of the Additional Capital Contribution that the Nonpaying Partner is required to make hereunder. Any such loan made by a Paying Partner in accordance with the provisions of this paragraph (d) shall be referred to hereinafter as a "DEFAULT LOAN." Such Default Loans shall accrue interest, which the Defaulting Member was obligated to contribute shall be compounded monthly, at a per annum rate equal to the CompanyDefault Rate. The Defaulting Member hereby irrevocably authorizes and directs any other Member to advance principal balance of the proceeds of each Default Loan plus the accrued and unpaid interest thereon shall be due and payable as set forth in Article 5 hereof. Notwithstanding anything contained herein to the Company. Receipt by the Company of such proceeds shall constitute contrary, if a capital contribution of, and consideration received by, the Defaulting Member and such Default Loan shall be legally enforceable to the same extent and in the same manner, subject to the terms of this Agreement, as if such proceeds were paid is made directly to the Defaulting Member. The making of a Default Loan Partnership as provided in clause (i) above, then the Nonpaying Partner may cure its default hereunder only by remitting to the Defaulting Member shall not cure the default by the Defaulting Member. Each Default Loan shall bear interest on the unpaid principal amount thereof from time to time remaining from the date advanced until repaid in Partnership, as an Additional Capital Contribution, an amount equal to the aggregate for each month that amount necessary to discharge the Default Loan is in full (including, without limitation, the remaining outstanding of principal of, and all interest accrued on, such Default Loan), in which case such amount remitted will be immediately paid to the interest for each month calculated by multiplying the balance Paying Partner as a full repayment of the Default Loan. If a Default Loan during said month by the sum of the rate on the 10 Year Treasury as of the first day of the applicable month plus 600 basis points; providedis made to a Partner, however, that in no event shall such interest rate exceed the maximum rate permitted by law. All payments made thereon shall be applied first toward payment of unpaid accrued interest and then (if any remainsA) toward payment of principal. At any time following the expiration of the applicable Grace Period, each Default Loan, Loan (both principal and interest, ) shall be immediately due and payable from the Defaulting Member Nonpaying Partner to the Member who advanced such Default Loan Paying Partner upon demand by said lending Member. The lending Member the Paying Partner, (B) the Paying Partner shall have and is hereby granted a first and prior lien and security interest upon the Nonpaying Partner's interest of the Defaulting Member in the Company Partnership and all amounts, payments and proceeds becoming distributable or payable to such Defaulting Member the Nonpaying Partner to secure repayment of the Default Loan, (C) all Net Cash Flow and all Net Capital Proceeds otherwise distributable to a Nonpaying Partner on account of whose Nonpayment a Default Loan. If suit or other proceedings in any court Loan has been made shall be instituted for collection treated as having been distributed to such Nonpaying Partner, but shall be paid directly over (in the case of a Default Loan or enforcement to the Nonpaying Partner) to the Partner to whom the Default Loan(s) are owed until such Default Loan(s) are paid in full, and (D) the Nonpaying Partner shall pay all costs of the lien and security interest securing payment of samecollection on any applicable Default Loans, the Defaulting Member shall also be liable for all court including attorneys' fees, out-of-pocket costs and reasonable attorneys' fees thereby incurred, payment of which shall likewise be secured by said security interest and lien. A Member who becomes a Defaulting Member shall continue to be a Defaulting Member until all Default Loans made to such Member have been fully repaid, both principal and interest, and all amounts due from the Defaulting Member to the Company have been fully paid. All amounts, Distributable Cash, Capital Transaction Proceeds and any other payments and proceeds which become distributable or payable to a Defaulting Member shall be paid, first, to pay off all Default Loans made to the Defaulting Member (in which case such amounts shall be treated as if the Company distributed or paid, as applicable, such amounts to the Defaulting Member and the Defaulting Member used such amounts to repay, in whole or in part, any Default Loan made to the Defaulting Member), and second (if any remains), to pay all amounts due the Company from the Defaulting Member with only the remainder, if any, to be paid to the Defaulting Membercourt costs.

Default Loans. Whether or not the Company has or shall institute suit against If the Defaulting Member having has failed to make a required Initial Capital Contribution or Additional Contribution, any other Member may, at its election, make a loan (a “"Default Loan”") to the Defaulting Member of all of the amount which the Defaulting Member was obligated to contribute to the Company. The Defaulting Member hereby irrevocably authorizes and directs any other Member to advance the proceeds of each Default Loan to the Company. Receipt by the Company of such proceeds shall constitute a capital contribution of, and consideration received by, the Defaulting Member and such Default Loan shall be legally enforceable to the same extent and in the same manner, subject to the terms of this Agreement, as if such proceeds were paid directly to the Defaulting Member. The making of a Default Loan to the Defaulting Member shall not cure the default by the Defaulting Member. Each Default Loan shall bear interest on the unpaid principal amount thereof from time to time remaining from the date advanced until repaid repaid, at the greater of (i) four percent (4%) per annum plus the prime commercial lending rate which Citibank, N.A., New York announces from time to time to be in an amount equal to the aggregate effect for each month that the Default Loan is outstanding of the interest for each month calculated by multiplying the balance of the Default Loan during said month by the sum of the rate on the 10 Year Treasury as of the first day of the applicable month plus 600 basis pointsits most creditworthy customers or (ii) sixteen percent (16%); provided, however, that in no event shall such interest rate exceed the maximum rate permitted by law. All payments made thereon on a Default Loan shall be applied first toward payment of unpaid accrued interest and then (if any remains) toward payment of principal. At any time following the expiration of the applicable Grace Period, each Each Default Loan, both principal and interest, shall be due and payable from the Defaulting Member to the Member who advanced such Default Loan upon demand by said lending Member. The ; said lending Member shall have and is hereby granted a first and prior lien and security interest upon the interest of the Defaulting Member in the Company and all amounts, payments and proceeds becoming distributable or payable to such Defaulting Member to secure repayment of a Default Loan. If suit or other proceedings in any court shall be instituted for collection of a Default Loan or enforcement of the lien and security interest securing payment of same, the Defaulting Member shall also be liable for all court costs and reasonable attorneys' fees thereby incurred, payment of which shall likewise be secured by said security interest and lien. A Member who becomes a Defaulting Member shall continue to be a Defaulting Member until all Default Loans made to such Member have been fully repaid, both principal and interest, and all amounts due from the Defaulting Member to the Company have been fully paid. All amounts, Distributable Operating Cash, Capital Transaction Proceeds and any other payments and proceeds which become distributable or payable to a Defaulting Member shall be paid, first, to pay off all Default Loans made to the Defaulting Member (in which case such amounts shall be treated as if the Company distributed or paid, as applicable, such amounts to the Defaulting Member plus any and the Defaulting Member used such amounts to repay, in whole or in part, any Default Loan all accrued interest thereunder) made to the Defaulting Member), and second (if any remains), to pay all amounts due the Company from the Defaulting Member with only the remainder, if any, to be paid to the Defaulting Member.

Default Loans. Whether or not a. In the Company has or event that any Member (a “Defaulting Member”) shall institute suit against the Defaulting Member having failed be in material breach as a result of its failure to make a required Initial Capital Contribution or Additional Contributioncontribute its share of working capital, any other Member, provided such other Member mayshall have advanced the full amount of its capital contribution (the “Non-Defaulting Member”), shall have the right and option at its electionany time thereafter, make a but not the obligation, to lend (any such loan (being herein referred to as a “Default Loan”) to the Defaulting Member of Company all or any portion of the amount which capital contribution required of the Defaulting Member was obligated (herein referred to contribute to as the Company“Defaulted Amount”). The If more than one Non-Defaulting Member hereby irrevocably authorizes and directs any other Member shall desire to advance make a Default Loan, such Non-Defaulting Members shall loan the proceeds of Defaulted Amount in such proportions as they shall decide; if they cannot decide, each Default Loan to the Company. Receipt by the Company of such proceeds shall constitute a capital contribution of, and consideration received by, the Non-Defaulting Member and such Member’s Default Loan shall be legally enforceable made in the proportion that its Percentage Interest bears to the same extent and in Percentage Interests of all Non-Defaulting Members desiring to make a Default Loan. Default Loans shall (i) earn interest on the same manner, subject outstanding principal amount thereof at a rate equal to the terms lessor from time to time of this Agreement(1) 10% per annum, and (2) the maximum rate then permitted by applicable law as if such proceeds were paid directly to the Defaulting Member. The making of a Default Loan to the Defaulting Member shall not cure the default by the Defaulting Member. Each Default Loan shall bear interest on the unpaid principal amount thereof from time in respect to time remaining from the date advanced until repaid in an amount equal to the aggregate for each month that whom the Default Loan is outstanding of made, from the interest for each month calculated by multiplying the balance of date the Default Loan during said month 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 sum Company on the fifth anniversary of the rate due date of the Defaulted Amount in respect of which such Default Loan was made, (iii) be reflected on the 10 Year Treasury as books of the first day Company, (iv) be entitled to distribution in the order of priority provided in Article 10 hereof, and (v) as contributed from time to time, have priority vis-à-vis other Default Loans based upon the inverse order of the applicable month plus 600 basis pointsdate of contribution of the same. b. If the Defaulting Member shall fail to advance the full amount of any capital contribution due from such Member hereunder (whether or not a Default Loan shall have been made), such Defaulting Member shall have no right to take any actions or to vote on any matters as a Member and the Non-Defaulting Members shall have the sole and full right to exercise all of the powers of the Members; provided, however, that in no event shall such interest rate exceed the maximum rate permitted by law. All payments made thereon shall be applied first toward payment of unpaid accrued interest and then (if any remains) toward payment of principal. At any time following the expiration of the applicable Grace Period, each Default Loan, both principal and interest, shall be due and payable from the Defaulting Member to the Member who advanced such Default Loan upon demand by said lending Member. The lending Member shall have and is hereby granted a first and prior lien and security interest upon the interest disability of the Defaulting Member in shall immediately cease and the Company and all amounts, payments and proceeds becoming distributable or payable to such Defaulting Member to secure repayment other rights of a Default Loan. If suit or other proceedings in any court shall be instituted for collection of a Default Loan or enforcement of the lien and security interest securing payment of same, the Defaulting Member shall also be liable for all court costs and reasonable attorneys' fees thereby incurredreinstated upon (i) if no Default Loan was made, payment of which shall likewise be secured the advance by said security interest and lien. A Member who becomes a Defaulting Member shall continue to be a Defaulting Member until all Default Loans made to such Member have been fully repaid, both principal and interest, and all amounts due from the Defaulting Member to the Company have been fully paid. All amountsof its defaulted capital contribution or (ii) if a Default Loan was made, Distributable Cash, Capital Transaction Proceeds and any other payments and proceeds which become distributable or payable the payment to a Defaulting Member shall be paid, first, to pay off all Default Loans made to the Company by the Defaulting Member (in which case such amounts shall be treated as if the Company distributed or paid, as applicable, such amounts for payment to the Defaulting Member and holder of the Defaulting Member used such amounts to repay, in whole or in part, any Default Loan made to the Defaulting Member), full outstanding principal amount of the Default Loan and second (if any remains), to pay all amounts accrued interest due the Company from the Defaulting Member with only the remainder, if any, to be paid to the Defaulting Memberthereon.

Default Loans. Whether (a) If any Member fails to make (in whole or not in part) its Capital Contribution pursuant to SECTION 4.1(D) and/or SECTION 4.4 (any such Member is herein referred to as a "Noncontributing Member"), then any Member that has made its Capital Contribution (any such Member is herein referred to as a "Contributing Member") shall have the Company has or shall institute suit against the Defaulting Member having failed option to make a required Initial Capital Contribution or Additional Contribution, any other Member may, at its election, make a loan (a “Default Loan”) to the Defaulting Member of all of the amount which the Defaulting Member was obligated to contribute to the Company. The Defaulting Member hereby irrevocably authorizes and directs any other Member to advance the proceeds of each Default Loan to the Company. Receipt Company on behalf of the Noncontributing Member equal to the Capital Contribution not made by the Company Noncontributing Member (a "Default Loan"), on the terms and conditions set forth in SECTION 4.5(B) below. In the event that more than one Contributing Member desires to make a Default Loan on account of the Noncontributing Member, such proceeds Contributing Members shall constitute be permitted to participate in proportion to their respective Interests exclusive of the Interest of the Non-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 capital contribution ofMember due to its failure to make its Capital Contribution shall bear interest from the date such Capital Contribution is due at an annual rate equal to the rate announced from time to time in The Wall Street Journal as the "prime rate" plus four (4) percentage points, and consideration received by, shall mature upon the Defaulting Member and such Default Loan shall be legally enforceable to liquidation of the same extent and Company if not otherwise paid in the same manner, subject full pursuant to the terms of this Agreement. In the event that The Wall Street Journal shall no longer be published, as 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 proceeds were paid directly Member, then the Member with the greatest Interest shall be entitled to the Defaulting Membermake such selection). The making of a Any Default Loan to the Defaulting Member shall not cure the default by the Defaulting Member. Each Default Loan shall bear and interest on the unpaid principal amount thereof from time to time remaining from the date advanced until repaid in an amount equal to the aggregate for each month that the Default Loan is outstanding of the interest for each month calculated by multiplying the balance of the Default Loan during said month by the sum of the rate on the 10 Year Treasury as of the first day of the applicable month plus 600 basis points; provided, however, that in no event shall such interest rate exceed the maximum rate permitted by law. All payments made thereon shall be applied first toward payment of unpaid accrued interest and then (if any remains) toward payment of principal. At any time following required to be repaid by the expiration of the applicable Grace Period, each Default Loan, both principal and interest, shall be due and payable from the Defaulting Noncontributing Member only to the Member who advanced such Default Loan upon demand by said lending Member. The lending Member shall have and is hereby granted a first and prior lien and security interest upon the interest of the Defaulting Member in the Company and all amounts, payments and proceeds becoming distributable or payable to such Defaulting Member to secure repayment of a Default Loan. If suit or other proceedings in any court shall be instituted for collection of a Default Loan or enforcement of the lien and security interest securing payment of same, the Defaulting Member shall also be liable for all court costs and reasonable attorneys' fees thereby incurred, payment of which shall likewise be secured by said security interest and lien. A Member who becomes a Defaulting Member shall continue to be a Defaulting Member until all Default Loans extent distributions are made to such Member have been fully repaid, both principal as set forth in SECTION 6.2 and interestSECTION 6.3, and all amounts due from the Defaulting Member to the Company have been fully paid. All amounts, Distributable Cash, Capital Transaction Proceeds and any other payments and proceeds which become distributable or payable to a Defaulting no Noncontributing Member shall be paid, first, to pay off all Default Loans made to have any personal liability for the Defaulting Member (in which case such amounts repayment of same or any interest thereon. In the event that there shall be treated as if the Company distributed or paid, as applicable, such amounts to the Defaulting Member and the Defaulting Member used such amounts to repay, in whole or in part, any more than one Default Loan made during the term of this Agreement, then the application of the various rights set forth in this SECTION 4.5 shall be applied separately to the Defaulting Member), and second (if any remains), to pay all amounts due the Company from the Defaulting Member with only the remainder, if any, to be paid to the Defaulting Membereach such Default Loan.

Default Loans. Whether or not (a) If an Event of Default described in Section 10.1(a) occurs, then, subject to paragraph (b) of this Section, the Company has or Non-Defaulting Members shall institute suit against collectively have the following rights at any time during the 60-day period after the Event of Default occurs: (i) to make on behalf of the Defaulting Member having failed Members the portion of the Required Capital Contribution that the Defaulting Members shall have been obligated (but failed) to make and to treat the making of such contribution as a required Initial Capital Contribution or Additional Contribution, any other Member may, at its election, make a loan (a “Default Loan”) Loan by the Participating Non-Defaulting Members to the Defaulting Member of all Members; or (ii) to withdraw the Participating Non-Defaulting Members' share of the amount Required Capital Contribution with respect to which the Defaulting Member was obligated Members failed to contribute to the Company. The Defaulting Member hereby irrevocably authorizes and directs any other Member to advance the proceeds of each Default Loan to the Company. Receipt by the Company of such proceeds shall constitute a capital contribution of, and consideration received by, the Defaulting Member Members' proportionate share and such Default Loan shall be legally enforceable to the same extent and in the same manner, subject to the terms of this Agreement, as if such proceeds were paid directly to the Defaulting Member. The making of make a Default Loan to the Defaulting Member shall not cure the default by the Defaulting Member. Each Default Loan shall bear interest on the unpaid principal amount thereof from time to time remaining from the date advanced until repaid Company in an amount equal to the aggregate for each month sum of (1) the Required Capital Contribution that the Defaulting Members shall have been obligated (but failed) to make, and (2) the amount so withdrawn. (b) Notwithstanding the foregoing, in the case of any failure by any Class C Member to make any Extraordinary Class C Member Contribution, the Non-Defaulting Members shall not have the right to make a Default Loan is outstanding to the Company or to any Class C Member by reason of such failure. However, in such event the Participating Non-Defaulting Members shall have the right to withdraw the Participating Non-Defaulting Members' share of the interest for each month calculated by multiplying applicable Required Capital Contribution and to make a loan to the balance Company (which shall not be deemed to be a Default Loan) the principal amount of the Default Loan during said month by which shall be equal to the sum of (i) such withdrawn amount plus (ii) the rate on the 10 Year Treasury as of the first day of the applicable month plus 600 basis points; provided, however, Extraordinary Class C Member Contribution that in no event shall such interest rate exceed the maximum rate permitted by law. All payments made thereon shall be applied first toward payment of unpaid accrued interest and then (if any remains) toward payment of principal. At any time following the expiration of the applicable Grace Period, each Default Loan, both principal and interest, shall be due and payable from the Defaulting Member to the Member who advanced such Default Loan upon demand by said lending Member. The lending Class C Member shall have failed to make. Any such loan shall bear interest at the rate of 14% per annum, and is hereby granted a first and prior lien and security interest upon shall be repayable by the interest Company at such time as the Non-Defaulting Members shall determine. (c) If the entire amount of the Required Capital Contribution that the Defaulting Member in Members shall have been obligated (but failed) to make is made from the Company and all amounts, payments and proceeds becoming distributable or payable to such Defaulting Member to secure repayment of a Default Loan. If suit Loan made by the Participating Non-Defaulting Members to the Defaulting Members, or other proceedings in any court if the need for such Required Capital Contribution shall be instituted for collection eliminated by the making of a Default Loan or enforcement of the lien and security interest securing payment of same, the Defaulting Member shall also be liable for all court costs and reasonable attorneys' fees thereby incurred, payment of which shall likewise be secured by said security interest and lien. A Member who becomes a Defaulting Member shall continue to be a Defaulting Member until all Default Loans made to such Member have been fully repaid, both principal and interest, and all amounts due from the Defaulting Member other loan to the Company by the Participating Non-Defaulting Members as contemplated by this Section, then the Defaulting Members' default shall be deemed to have been fully paidcured at the time the Participating Non-Defaulting Members make such Default Loan or other loan. All amounts, Distributable Cash, Capital Transaction Proceeds and any The proceeds of a Default Loan or other payments and proceeds which become distributable or payable loan made pursuant to a Defaulting Member this Section shall be paid, first, applied in the same manner and for the same purposes as the Required Capital Contribution to pay off all Default Loans made to the Defaulting Member (in which case such amounts shall be treated as if the Company distributed or paid, as applicable, such amounts to the Defaulting Member and the Defaulting Member used such amounts to repay, in whole or in part, any Default Loan made to the Defaulting Member), and second (if any remains), to pay all amounts due the Company from the Defaulting Member with only the remainder, if any, to be paid to the Defaulting Memberor other loan relates.

Default Loans. Whether (a) If any Member shall fail to advance any Required Capital Contribution pursuant to Section 2.1 or Section 2.2 hereof by 5:00 P.M. Eastern Standard Time of the Due Date thereof (a “Defaulting Member”), each non-defaulting Member (a “Non-Defaulting Member”) that does not the Company has or shall institute suit against have an outstanding Default Loan made to it hereunder (a “Lending Eligible Member”) may deliver a notice to the Defaulting Member having failed which shall include the following statement set forth in all capital letters: “NOTE: YOU HAVE FAILED TO MAKE A REQUIRED CAPITAL CONTRIBUTION TO SHADOW CREEK HOLDING COMPANY LLC IN THE AMOUNT OF $________, AND THE UNDERSIGNED CAN ELECT TO FUND THE SAME AS A “DEFAULT LOAN” AS DEFINED IN SECTION 2.3 OF THE LIMITED LIABILITY COMPANY AGREEMENT OF SHADOW CREEK HOLDING COMPANY LLC IF SUCH REQUIRED CAPITAL CONTRIBUTION IS NOT MADE BY YOU ON OR BEFORE THIRTY (30) DAYS FOLLOWING THE DATE HEREOF.” The Lending Eligible Member shall have the right, but not the obligation, to make a required Initial Capital Contribution or Additional Contribution, any other Member may, at its election, make a loan (a “Default Loan”) to such Defaulting Member in an amount equal to the Defaulting Member’s Percentage Interest of such Required Capital Contribution, within thirty (30) days after the delivery of such notice provided that such Defaulting Member has not made such Required Capital Contribution within such thirty (30) day period. If a Default Loan(s) shall be made in accordance with this Section 2.3, the Company shall notify the Defaulting Member of all the amount and date of the amount which Default Loan(s) and the Capital Account of the Defaulting Member was obligated shall be credited to contribute reflect the payment of the proceeds of the Default Loan to the Company. The Each Default Loan shall be deemed to be made to the Defaulting Member hereby irrevocably authorizes and directs any other Member to advance Member, with the proceeds of each Default Loan by the Lending Eligible Member making same being delivered to the CompanyCompany in immediately available funds on such Defaulting Member’s behalf. Receipt A Default Loan shall be deemed to have been advanced on the date actually advanced. Default Loans shall earn interest on the outstanding principal amount thereof at a rate equal to the lesser of (i) the Default Loan Rate or (ii) the Maximum Rate, from the date actually advanced until the same is repaid in full. (b) Default Loans shall be non-recourse (except to a Member’s Company Interest), secured as provided in paragraph (c) of this Section 2.3 and shall have a term of one hundred twenty (120) days and be repayable by and collectible from the Company Defaulting Member only as set forth in this Section 2.3(b). A Member making a Default Loan (a “Lending Member”) may, in the exercise of such proceeds shall constitute Member’s sole and absolute discretion, extend (for one (1) or more periods to be determined by such Member) the term of a capital contribution of, and consideration received byDefault Loan. If a Member makes a Default Loan, the Defaulting Member shall not receive any distributions of Net Cash Flow or Net Proceeds of a Capital Transaction or any proceeds from the transfer of all or any part of its interest in the Company while the Default Loan remains unpaid. Instead, the Defaulting Member’s share of Net Cash Flow and Net Proceeds of a Capital Transaction or such other proceeds shall (until all Default Loans and interest thereon shall have been repaid in full) first be paid to the Lending Member. Such payments shall be applied first to the payment of interest on such Default Loan Loans and then to the repayment of the principal amounts thereof, but shall be legally enforceable to the same extent and in the same mannerconsidered, subject to the terms for all other purposes of this Agreement, as if such proceeds were to have been distributed or paid directly to the Defaulting Member and applied by the Defaulting Member in repayment of the applicable Default Loan. Distributions of Net Cash Flow and Net Proceeds of a Capital Transaction to such Defaulting Member shall be immediately reinstated prospectively upon the full repayment of a Default Loan and interest thereon to the Lending Member (if a Default Loan has been made). In addition, at any time during the term of such Default Loan, the Defaulting Member shall have the right to repay, in full, the Default Loan (including interest). (c) To the extent permitted under any Financing Documents, if a Member makes a Default Loan, the Defaulting Member shall be deemed to have pledged to the Lending Member, and granted to such Lending Member a continuing first priority security interest in, all of the Defaulting Member’s Company Interest to secure the payment of the principal of, and interest on, such Default Loan in accordance with the provisions hereof, and for such purpose this Agreement shall constitute a security agreement. The Defaulting Member shall promptly execute, acknowledge and deliver such financing statements, continuation statements or other documents and take such other actions as the Lending Member shall request in order to perfect or continue the perfection of such security interest; and, if the Defaulting Member shall fail to do so within seven (7) days after demand therefor, the Lending Member is hereby appointed the attorney-in-fact of, and is hereby authorized on behalf of, the Defaulting Member, to execute, acknowledge and deliver all such documents and take all such other actions as may be required to perfect such security interest. Such appointment and authorization are coupled with an interest and shall be irrevocable. Any Lending Member holding a security interest in another Member’s Company Interest as a result of the making of a Default Loan to the Defaulting another Member shall not cure the default by the Defaulting Member. Each Default Loan shall bear interest on the unpaid principal amount thereof from time shall, prior to time remaining from the date advanced until repaid exercising any right or remedy (whether at law, in an amount equal equity or pursuant to the aggregate for each month that the Default Loan is outstanding of the interest for each month calculated by multiplying the balance of the Default Loan during said month by the sum of the rate on the 10 Year Treasury as of the first day of the applicable month plus 600 basis points; provided, however, that terms hereof) available to such Lending Member in no event shall connection with such interest rate exceed the maximum rate permitted by law. All payments made thereon shall be applied first toward payment of unpaid accrued interest and then (if any remains) toward payment of principal. At any time following the expiration of the applicable Grace Period, each Default Loan, both principal and security interest, shall be due and payable from the Defaulting Member to the Member who advanced such Default Loan upon demand by said lending Member. The lending Member shall have and is hereby granted a first and prior lien and security interest upon the interest of the Defaulting Member in the Company and all amounts, payments and proceeds becoming distributable or payable to such Defaulting Member to secure repayment of a Default Loan. If suit or other proceedings in any court shall be instituted for collection of a Default Loan or enforcement of the lien and security interest securing payment of same, the Defaulting Member shall also be liable for all court costs and reasonable attorneys' fees thereby incurred, payment of which shall likewise be secured by said security interest and lien. A Member who becomes a Defaulting Member shall continue to be a Defaulting Member until all Default Loans made to such Member have been fully repaid, both principal and interest, and all amounts due from the Defaulting Member to the Company have been fully paid. All amounts, Distributable Cash, Capital Transaction Proceeds and any other payments and proceeds which become distributable or payable to a Defaulting Member shall be paid, first, to pay off all Default Loans made provide to the Defaulting Member (written notice, in reasonable detail, of the right or remedy to be exercised and the intended timing of such exercise, which case such amounts notice shall be treated as if the Company distributed or paid, as applicable, such amounts sent not less than thirty (30) days prior to the Defaulting Member and the Defaulting Member used timing of such amounts to repay, in whole or in part, any Default Loan made to the Defaulting Member), and second (if any remains), to pay all amounts due the Company from the Defaulting Member with only the remainder, if any, to be paid to the Defaulting Memberexercise.

Default Loans. Whether (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 Company has 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 shall institute suit against in such other proportion as they may agree) of the amount of the Capital Contribution the Defaulting Member having failed Partner was required to make a required Initial Capital Contribution or Additional Contributionbut did not make, any other Member may, at its election, make which advance shall be considered a loan (a “"Default Loan”") from the Non-Defaulting Partner to the Defaulting Member of all of the amount which the Defaulting Member was obligated to contribute to the Company. The Defaulting Member hereby irrevocably authorizes Partner and directs any other Member to advance the proceeds of each Default Loan to the Company. Receipt by the Company of such proceeds shall constitute a capital contribution of, and consideration received by, the Defaulting Member and such Default Loan shall be legally enforceable to the same extent and in the same manner, subject to the terms of this Agreement, as if such proceeds were paid directly to the Defaulting Member. The making of a Default Loan to the Defaulting Member shall not cure the default by the Defaulting Member. Each Default Loan shall bear interest on the unpaid outstanding principal amount thereof from time to time remaining from the date advanced until repaid in at an amount annual rate equal to the aggregate for each month that lesser of (x) the Default Loan is outstanding of the interest for each month calculated by multiplying the balance of the Default Loan during said month by the sum of the rate on the 10 Year Treasury as of the first day of the applicable month Prime Rate plus 600 basis points; provided, however, that 3% (but in no event shall such interest less than the rate exceed 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. All payments Each Non-Defaulting Partner which has made thereon 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 applied first toward payment reflected on the books of unpaid accrued interest the Partnership as, and then shall be deemed for the purposes of this Agreement, a Capital Contribution by the Defaulting Partner. (if any remainsb) toward payment Each Default Loan shall have a term of principal180 days from the date of its advance. At any time following within such 180-day period the expiration Defaulting Partner shall have the right to satisfy and discharge the Default Loan by paying to the Non-Defaulting Partners the amount of their respective Default Loan (including interest). As long as any Default Loan remains unpaid, the Defaulting Partner's share of any Distributable Proceeds shall be paid on behalf of the applicable Grace Period, each Defaulting Partner to the Non-Defaulting Partners pro rata in accordance with the respective amounts of their Default Loans and applied first to the payment of interest on such Default Loans and then to the repayment of the principal amount thereof. (c) If any of the Non-Defaulting Partners makes a Default Loan, both principal and interestthe Defaulting Partner, if a Limited Partner, shall be due deemed to have pledged to such Non-Defaulting Partner, and payable from granted to such Non-Defaulting Partner a continuing security interest in, all of the Defaulting Member Partner's Interest to secure the Member who advanced payment of the principal of, and interest on, such Default Loan upon demand by said lending Memberin accordance with the provisions hereof, and for such purpose this Agreement shall be deemed a security agreement. The lending Member shall have and Notwithstanding anything herein to the contrary, the security interest granted to a Non-Defaulting Partner under this Section 5.3(c) is hereby granted a first and prior lien and expressly made subordinate to the security interest upon the interest of the Defaulting Member in the Company and all amounts, payments and proceeds becoming distributable or payable to such Defaulting Member to secure repayment of a Default Loan. If suit or other proceedings in any court shall be instituted for collection of a Default Loan or enforcement of the lien and security interest securing payment of same, the Defaulting Member shall also be liable for all court costs and reasonable attorneys' fees thereby incurred, payment of which shall likewise be secured by said security interest and lien. A Member who becomes a Defaulting Member shall continue to be a Defaulting Member until all Default Loans made to such Member have been fully repaid, both principal and interest, and all amounts due from the Defaulting Member granted to the Company have been fully paid. All amounts, Distributable Cash, Capital Transaction Proceeds and any other payments and proceeds which become distributable or payable to a Defaulting Member shall be paid, first, to pay off all Default Loans made to the Defaulting Member (in which case such amounts shall be treated as if the Company distributed or paid, as applicable, such amounts to the Defaulting Member and the Defaulting Member used such amounts to repay, in whole or in part, any Default Loan made to the Defaulting Member), and second (if any remains), to pay all amounts due the Company from the Defaulting Member with only the remainder, if any, to be paid to the Defaulting MemberPartnership under Section 2.