Common use of Default Loans Clause in Contracts

Default Loans. 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 waiving any other rights that it may have hereunder or 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 of both Partners, such loan to be secured by a mortgage on the Properties (to the extent allowed under any other mortgages or security instruments then encumbering the Properties), or (ii) without withholding or withdrawing all of any part of its Additional Capital Contribution, make a recourse loan to the 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 shall be compounded monthly, at a per annum rate equal to the Default Rate. The principal balance of the 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 contrary, if a Default Loan is made directly to the Partnership as provided in clause (i) above, then the Nonpaying Partner may cure its default hereunder only by remitting to the Partnership, as an Additional Capital Contribution, an amount equal to the amount necessary to discharge the Default Loan in full (including, without limitation, the remaining outstanding principal of, and all interest accrued on, such Default Loan), in which case such amount remitted will be immediately paid to the Paying Partner as a full repayment of the Default Loan. If a Default Loan is made to a Partner, then (A) the Default Loan (both principal and interest) shall be immediately due and payable from the Nonpaying Partner to the Paying Partner upon demand by 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 in the Partnership and all amounts, payments and proceeds becoming distributable or payable to 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 has been made shall be treated as having been distributed to such Nonpaying Partner, but shall be paid directly over (in the case of a Default Loan 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 collection on any applicable Default Loans, including attorneys' fees, out-of-pocket costs and court costs.

Default Loans. In the event (a) If an Event of a Nonpayment under Default described in Section 10.1(a) occurs, then, subject to paragraph (b) of this Section 3.3Section, the Paying Partner, in its sole discretion, may, in lieu Non-Defaulting Members shall collectively have the following rights at any time during the 60-day period after the Event of the procedure provided in paragraph (c) above, and without limiting or waiving any other rights that it may have hereunder or otherwise, at law or in equity, Default occurs: (i) withhold to make on behalf of the Defaulting 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 Default Loan by the Participating Non-Defaulting Members to the Defaulting Members; or (ii) to withdraw the Participating Non-Defaulting Members' share of the Required Capital Contribution with respect to which the Defaulting Members failed to contribute the Defaulting Members' proportionate share and to make a Default Loan to the Company in an amount equal to the 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 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 all or any part the Participating Non-Defaulting Members' share of its Additional the applicable Required Capital Contribution and to make a loan to the Partnership in an Company (which shall not be deemed to be a Default Loan) the principal amount up of which shall be equal to the aggregate sum of (i) such withdrawn amount plus (ii) the Extraordinary Class C Member Contribution that such Class C Member shall have failed to make. Any such loan shall bear interest at the rate of 14% per annum, and shall be repayable by the Company at such time as the Non-Defaulting Members shall determine. (c) If the entire amount of the Additional Capital Contributions required of both Partners, such loan to be secured by a mortgage on the Properties (to the extent allowed under any other mortgages or security instruments then encumbering the Properties), or (ii) without withholding or withdrawing all of any part of its Additional Capital Contribution, make a recourse loan to the 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 Required Capital Contribution that the Nonpaying Partner is required Defaulting Members shall have been obligated (but failed) 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 shall be compounded monthly, at a per annum rate equal to the Default Rate. The principal balance of the 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 contrary, if a Default Loan is made directly to the Partnership as provided in clause (i) above, then the Nonpaying Partner may cure its default hereunder only by remitting to the Partnership, as an Additional Capital Contribution, an amount equal to the amount necessary to discharge the Default Loan in full (including, without limitation, the remaining outstanding principal of, and all interest accrued on, such Default Loan), in which case such amount remitted will be immediately paid to the Paying Partner as a full repayment of the Default Loan. If a Default Loan is made to a Partner, then (A) the Default Loan (both principal and interest) shall be immediately due and payable from the Nonpaying Partner to the Paying Partner upon demand by 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 in the Partnership and all amounts, payments and proceeds becoming distributable or payable to 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 has been made shall be treated as having been distributed to such Nonpaying Partner, but shall be paid directly over (in the case of a Default Loan made by the Participating Non-Defaulting Members to the Nonpaying Partner) Defaulting Members, or if the need for such Required Capital Contribution shall be eliminated by the making of a Default Loan or other loan to the Partner Company by the Participating Non-Defaulting Members as contemplated by this Section, then the Defaulting Members' default shall be deemed to whom have been cured at the Default Loan(s) are owed until time the Participating Non-Defaulting Members make such Default Loan(s) are paid Loan or other loan. The proceeds of a Default Loan or other loan made pursuant to this Section shall be applied in full, the same manner and (D) for the Nonpaying Partner shall pay all costs of collection on any applicable same purposes as the Required Capital Contribution to which such Default Loans, including attorneys' fees, out-of-pocket costs and court costsLoan or other loan relates.

Default Loans. In (a) If any Member shall fail to advance any ------------- Additional Capital Contribution pursuant to Section 2.2 hereof on or before the event 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 obligation, to 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 Nonpayment under Default Loan(s) shall be made in accordance with this Section 3.32.3, the Paying Partner, in its sole discretion, may, in lieu Company shall also notify the Defaulting Member of the procedure amount and date of the Default Loan(s). Each Default Loan shall 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 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) aboveof this Section 2.3 and shall have a term of ninety (90) days and be repayable by and collectible from the 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 Member's sole and without limiting absolute discretion, extend (for a period(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 waiving Net Proceeds of a Capital Transaction or any other rights that it may have hereunder or otherwise, at law or in equity, (i) withhold or withdraw proceeds from the transfer of all or any part of its Additional 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 Contribution Transaction or such other proceeds shall (until all Default Loans and make a loan interest thereon shall have been repaid in full) first be paid to the Partnership in an amount up Lending Member. Such payments shall be applied first to the aggregate amount payment of interest on such Default Loans and then to the repayment of the Additional principal amounts thereof, but shall be considered, for all other purposes of this Agreement, 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 Contributions required Transaction due to a Defaulting Member (it being understood that if any one of both Partners, the Xxxx Members is a Defaulting Member that such loan to first priority security interest shall be secured by a mortgage on the Properties (to the extent allowed under any other mortgages or security instruments then encumbering the Properties), or (ii) without withholding or withdrawing all of any part of its Additional Capital Contribution, make a recourse loan to the Nonpaying Partner (which loan repayment obligation shall survive liquidation Company Interests of the Partnership) without the approval Xxxx Members and such distributions payable to all of the Nonpaying Partner by advancing for Xxxx Members) to secure the benefit of (and as an Additional Capital Contribution by) the Nonpaying Partner directly to the Partnership all or any part payment of the amount of the Additional Capital Contribution that the Nonpaying Partner is required to make hereunder. Any principal of, and interest on, such loan made by a Paying Partner Default Loan in accordance with the provisions of hereof, and for such purpose this paragraph (d) Agreement shall be referred to hereinafter as constitute a "DEFAULT LOAN." Such Default Loans shall accrue interest, which shall be compounded monthly, at a per annum rate equal to the Default Ratesecurity agreement. The principal balance 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 the 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 contrarysuch security interest; and, if a Default Loan is made directly the Defaulting Member shall fail to the Partnership as provided in clause do so within seven (i7) above, then the Nonpaying Partner may cure its default hereunder only by remitting to the Partnership, as an Additional Capital Contribution, an amount equal to the amount necessary to discharge the Default Loan in full (including, without limitationdays after demand therefor, the remaining outstanding principal 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 accrued on, such Default Loan), in which case such amount remitted will be immediately paid to the Paying Partner as a full repayment of the Default Loan. If a Default Loan is made to a Partner, then (A) the Default Loan (both principal and interest) shall be immediately due and payable from the Nonpaying Partner to the Paying Partner upon demand by the Paying Partner, (B) the Paying Partner shall have and is hereby granted irrevocable. Any Lending Member holding a first and prior lien and security interest upon the Nonpaying Partner's interest in the Partnership and all amounts, payments and proceeds becoming distributable such Company Interest of a Defaulting Member or payable to the Nonpaying Partner to secure repayment in distributions of the Default Loan, (C) all Net Cash Flow and all or Net Proceeds of a Capital Proceeds otherwise distributable Transaction due to a Nonpaying Partner on account Defaulting Member as a result of whose Nonpayment a Default Loan has been made shall be treated as having been distributed to such Nonpaying Partner, but shall be paid directly over (in the case 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 Nonpaying Partnerterms 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 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 Xxxx Members is a Defaulting Member, then the Xxxx Committee Member shall have no further voting rights until such default is cured. "Member Material Default" shall mean a default by the Defaulting Member (for this purpose and pursuant to Section 3.4 the Xxxx Members shall be deemed to act as a single entity) after expiration of the ten (10) day notice provision set forth in Section 2.3(a) to contribute Additional Capital Contributions in the Partner 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, the Company shall be managed without regard to whom the Default Loan(s) are owed until such Default Loan(s) are paid voting rights of any Member in fullMember Material Default, and decisions otherwise subject to the consent and/or approval and/or participation of such Member in Member Material Default (Dor its representative on the Management Committee) shall be made without the Nonpaying Partner shall pay all costs necessity of collection obtaining the consent and/or approval and/or participation of such Member in Member Material Default (or its representative on any applicable Default Loans, including attorneys' fees, out-of-pocket costs and court coststhe Management Committee).

Default Loans. In (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 event Due Date thereof (a “Defaulting Member”), each non-defaulting Member (a “Non-Defaulting Member”) that does not have an outstanding Default Loan made to it hereunder (a “Lending Eligible Member”) may deliver a notice to the Defaulting Member 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 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 Nonpayment under Default Loan(s) shall be made in accordance with this Section 3.32.3, the Paying Partner, in its sole discretion, may, in lieu Company shall notify the Defaulting Member of the procedure amount and date of the Default Loan(s) and the Capital Account of the Defaulting Member shall be credited to reflect the payment of the proceeds of the Default Loan to the Company. Each Default Loan shall 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 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) aboveof this Section 2.3 and shall have a term of one hundred twenty (120) days and be repayable by and collectible from the 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 Member’s sole and without limiting absolute discretion, extend (for one (1) or waiving more periods 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 other rights that it may have hereunder distributions of Net Cash Flow or otherwise, at law Net Proceeds of a Capital Transaction or in equity, (i) withhold or withdraw any proceeds from the transfer of all or any part of its Additional 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 Contribution Transaction or such other proceeds shall (until all Default Loans and make a loan interest thereon shall have been repaid in full) first be paid to the Partnership in an amount up Lending Member. Such payments shall be applied first to the aggregate amount payment of interest on such Default Loans and then to the repayment of the Additional principal amounts thereof, but shall be considered, for all other purposes of this Agreement, to have been distributed or paid 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 Contributions required Transaction to such Defaulting Member shall be immediately reinstated prospectively upon the full repayment of both Partnersa 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 loan to be secured by a mortgage on the Properties (to the extent allowed under any other mortgages or security instruments then encumbering the Properties), or (ii) without withholding or withdrawing all of any part of its Additional Capital Contribution, make a recourse loan to the 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 Default Loan in accordance with the provisions of hereof, and for such purpose this paragraph (d) Agreement shall be referred to hereinafter as constitute a "DEFAULT LOAN." Such Default Loans shall accrue interest, which shall be compounded monthly, at a per annum rate equal to the Default Ratesecurity agreement. The principal balance 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 the 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 contrarysuch security interest; and, if a Default Loan is made directly the Defaulting Member shall fail to the Partnership as provided in clause do so within seven (i7) above, then the Nonpaying Partner may cure its default hereunder only by remitting to the Partnership, as an Additional Capital Contribution, an amount equal to the amount necessary to discharge the Default Loan in full (including, without limitationdays after demand therefor, the remaining outstanding principal 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 accrued on, such Default Loan), and shall be irrevocable. Any Lending Member holding a security interest in which case such amount remitted will be immediately paid to the Paying Partner another Member’s Company Interest as a full repayment result of the Default Loan. If a Default Loan is made to a Partner, then (A) the Default Loan (both principal and interest) shall be immediately due and payable from the Nonpaying Partner to the Paying Partner upon demand by 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 in the Partnership and all amounts, payments and proceeds becoming distributable or payable to 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 has been made shall be treated as having been distributed to such Nonpaying Partner, but shall be paid directly over (in the case making of a Default Loan to the Nonpaying Partner) another Member shall, prior to exercising any right or remedy (whether at law, in equity or pursuant to the Partner terms hereof) available to whom such Lending Member in connection with such security interest, provide to the Default Loan(sDefaulting Member written notice, in reasonable detail, of the right or remedy to be exercised and the intended timing of such exercise, which notice shall be sent not less than thirty (30) are owed until days prior to the timing of such Default Loan(s) are paid in full, and (D) the Nonpaying Partner shall pay all costs of collection on any applicable Default Loans, including attorneys' fees, out-of-pocket costs and court costsexercise.

Default Loans. In If the event Defaulting Member 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 Nonpayment under this Section 3.3, Default Loan to the Paying Partner, in its sole discretion, may, in lieu of Defaulting Member shall not cure the procedure provided in paragraph (c) above, and without limiting or waiving any other rights that it may have hereunder or otherwisedefault 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, at law or in equity, the greater of (i) withhold or withdraw all or any part of its Additional Capital Contribution and make a loan four percent (4%) per annum plus the prime commercial lending rate which Citibank, N.A., New York announces from time to the Partnership in an amount up to the aggregate amount of the Additional Capital Contributions required of both Partners, such loan time to be secured by a mortgage on the Properties (to the extent allowed under any other mortgages or security instruments then encumbering the Properties), in effect for its most creditworthy customers or (ii) without withholding or withdrawing all of any part of its Additional Capital Contributionsixteen percent (16%); provided, make however, that in no event shall such interest rate exceed the maximum rate permitted by law. All payments made on a recourse loan to the 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) Default Loan shall be referred to hereinafter as a "DEFAULT LOAN." Such applied first toward payment of unpaid accrued interest and then (if any remains) toward payment of principal. Each Default Loans shall accrue Loan, both principal and interest, which shall be compounded monthly, at a per annum rate equal to the Default Rate. The principal balance of the 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 from the Defaulting Member to the contrary, if a Member who advanced such Default Loan is made directly to the Partnership as provided in clause (i) above, then the Nonpaying Partner may cure its default hereunder only by remitting to the Partnership, as an Additional Capital Contribution, an amount equal to the amount necessary to discharge the Default Loan in full (including, without limitation, the remaining outstanding principal of, and all interest accrued on, such Default Loan), in which case such amount remitted will be immediately paid to the Paying Partner as a full repayment of the Default Loan. If a Default Loan is made to a Partner, then (A) the Default Loan (both principal and interest) shall be immediately due and payable from the Nonpaying Partner to the Paying Partner upon demand by the Paying Partner, (B) the Paying Partner said lending Member; said lending Member 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 Partnership Company and all amounts, payments and proceeds becoming distributable or payable to the Nonpaying Partner such Defaulting Member to secure repayment of the a 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 has been made . If suit or other proceedings in any court shall be treated as having been distributed to such Nonpaying Partner, but shall be paid directly over (in the case 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 Nonpaying PartnerCompany have been fully paid. All amounts, 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 (plus any and all accrued interest thereunder) made to the Partner to whom the Default Loan(s) are owed until such Default Loan(s) are paid in fullDefaulting Member, and second (D) the Nonpaying Partner shall if any remains), to pay all costs of collection on any applicable Default Loansamounts due the Company from the Defaulting Member with only the remainder, including attorneys' feesif any, out-of-pocket costs and court coststo be paid to the Defaulting Member.

Default Loans. In Whether or not the event of Company has or shall institute suit against the Defaulting Member having failed to make a Nonpayment under this Section 3.3required Initial Capital Contribution or Additional Contribution, the Paying Partner, in its sole discretion, any other Member may, in lieu of the procedure provided in paragraph (c) aboveat its election, and without limiting or waiving any other rights that it may have hereunder or otherwise, at law or in equity, (i) withhold or withdraw all or any part of its Additional Capital Contribution and make a loan (a “Default Loan”) to the Partnership 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 up equal to the aggregate amount for each month that the Default Loan is outstanding of the Additional Capital Contributions required of both Partners, such loan to be secured interest for each month calculated by a mortgage on multiplying the Properties (to the extent allowed under any other mortgages or security instruments then encumbering the Properties), or (ii) without withholding or withdrawing all of any part of its Additional Capital Contribution, make a recourse loan to the 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 shall be compounded monthly, at a per annum rate equal to the Default Rate. The principal 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 unpaid interest thereon 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 as set forth in Article 5 hereof. Notwithstanding anything contained herein from the Defaulting Member to the contrary, if a Member who advanced such Default Loan is made directly to the Partnership as provided in clause (i) above, then the Nonpaying Partner may cure its default hereunder only by remitting to the Partnership, as an Additional Capital Contribution, an amount equal to the amount necessary to discharge the Default Loan in full (including, without limitation, the remaining outstanding principal of, and all interest accrued on, such Default Loan), in which case such amount remitted will be immediately paid to the Paying Partner as a full repayment of the Default Loan. If a Default Loan is made to a Partner, then (A) the Default Loan (both principal and interest) shall be immediately due and payable from the Nonpaying Partner to the Paying Partner upon demand by the Paying Partner, (B) the Paying Partner said lending Member. The lending Member 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 Partnership Company and all amounts, payments and proceeds becoming distributable or payable to the Nonpaying Partner such Defaulting Member to secure repayment of the a Default Loan, (C) all Net Cash Flow and all Net Capital Proceeds otherwise distributable to a Nonpaying Partner on account . If suit or other proceedings in any court shall be instituted for collection of whose Nonpayment a Default Loan has 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 having been if the Company distributed or paid, as applicable, such amounts to the Defaulting Member and the Defaulting Member used such Nonpaying Partneramounts to repay, but shall 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 directly over (in the case of a Default Loan 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 collection on any applicable Default Loans, including attorneys' fees, out-of-pocket costs and court costsDefaulting Member.

Default Loans. In (a) If any Member shall fail to advance any Additional Capital Contribution pursuant to Section 2.2 hereof on or before the event 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 obligation, to 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 Nonpayment under Default Loan(s) shall be made in accordance with this Section 3.32.3, the Paying Partner, in its sole discretion, may, in lieu Company shall also notify the Defaulting Member of the procedure amount and date of the Default Loan(s). Each Default Loan shall 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 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) aboveof this Section 2.3 and shall have a term of ninety (90) days and be repayable by and collectible from the 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 Member’s sole and without limiting absolute discretion, extend (for a period(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 waiving Net Proceeds of a Capital Transaction or any other rights that it may have hereunder or otherwise, at law or in equity, (i) withhold or withdraw proceeds from the transfer of all or any part of its Additional 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 Contribution Transaction or such other proceeds shall (until all Default Loans and make a loan interest thereon shall have been repaid in full) first be paid to the Partnership in an amount up Lending Member. Such payments shall be applied first to the aggregate amount payment of interest on such Default Loans and then to the repayment of the Additional principal amounts thereof, but shall be considered, for all other purposes of this Agreement, 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 Contributions required Transaction due to a Defaulting Member (it being understood that if any one of both Partners, the Xxxx Members is a Defaulting Member that such loan to first priority security interest shall be secured by a mortgage on the Properties (to the extent allowed under any other mortgages or security instruments then encumbering the Properties), or (ii) without withholding or withdrawing all of any part of its Additional Capital Contribution, make a recourse loan to the Nonpaying Partner (which loan repayment obligation shall survive liquidation Company Interests of the Partnership) without the approval Xxxx Members and such distributions payable to all of the Nonpaying Partner by advancing for Xxxx Members) to secure the benefit of (and as an Additional Capital Contribution by) the Nonpaying Partner directly to the Partnership all or any part payment of the amount of the Additional Capital Contribution that the Nonpaying Partner is required to make hereunder. Any principal of, and interest on, such loan made by a Paying Partner Default Loan in accordance with the provisions of hereof, and for such purpose this paragraph (d) Agreement shall be referred to hereinafter as constitute a "DEFAULT LOAN." Such Default Loans shall accrue interest, which shall be compounded monthly, at a per annum rate equal to the Default Ratesecurity agreement. The principal balance 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 the 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 contrarysuch security interest; and, if a Default Loan is made directly the Defaulting Member shall fail to the Partnership as provided in clause do so within seven (i7) above, then the Nonpaying Partner may cure its default hereunder only by remitting to the Partnership, as an Additional Capital Contribution, an amount equal to the amount necessary to discharge the Default Loan in full (including, without limitationdays after demand therefor, the remaining outstanding principal 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 accrued on, such Default Loan), in which case such amount remitted will be immediately paid to the Paying Partner as a full repayment of the Default Loan. If a Default Loan is made to a Partner, then (A) the Default Loan (both principal and interest) shall be immediately due and payable from the Nonpaying Partner to the Paying Partner upon demand by the Paying Partner, (B) the Paying Partner shall have and is hereby granted irrevocable. Any Lending Member holding a first and prior lien and security interest upon the Nonpaying Partner's interest in the Partnership and all amounts, payments and proceeds becoming distributable such Company Interest of a Defaulting Member or payable to the Nonpaying Partner to secure repayment in distributions of the Default Loan, (C) all Net Cash Flow and all or Net Proceeds of a Capital Proceeds otherwise distributable Transaction due to a Nonpaying Partner on account Defaulting Member as a result of whose Nonpayment a Default Loan has been made shall be treated as having been distributed to such Nonpaying Partner, but shall be paid directly over (in the case 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 Nonpaying Partnerterms 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 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 Xxxx Members is a Defaulting Member, then the Xxxx Committee Member shall have no further voting rights until such default is cured. “Member Material Default” shall mean a default by the Defaulting Member (for this purpose and pursuant to Section 3.4 the Xxxx Members shall be deemed to act as a single entity) after expiration of the ten (10) day notice provision set forth in Section 2.3(a) to contribute Additional Capital Contributions in the Partner 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, the Company shall be managed without regard to whom the Default Loan(s) are owed until such Default Loan(s) are paid voting rights of any Member in fullMember Material Default, and decisions otherwise subject to the consent and/or approval and/or participation of such Member in Member Material Default (Dor its representative on the Management Committee) shall be made without the Nonpaying Partner shall pay all costs necessity of collection obtaining the consent and/or approval and/or participation of such Member in Member Material Default (or its representative on any applicable Default Loans, including attorneys' fees, out-of-pocket costs and court coststhe Management Committee).

Default Loans. In If the event of Contributing Partner shall elect to advance a Nonpayment under this Default Loan as contemplated by Section 3.3, 4.3 (the Paying Partner, in its sole discretion, may, in lieu of the procedure provided in paragraph (c) above, and without limiting or waiving any other rights that it may have hereunder or 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 of both Partners, such loan to be secured by a mortgage on the Properties (to the extent allowed under any other mortgages or security instruments then encumbering the Properties"Default Loans"), or (ii) without withholding or withdrawing all of any part of its Additional Capital Contribution, make a recourse loan to the 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 such advance shall be made to the Additional Capital Contribution that Joint Venture but shall, for all purposes, be deemed a loan made to and on behalf of the Nonpaying Defaulting Partner is required to enable the Defaulting Partner to make hereunderits required capital contribution. 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 shall be compounded monthly, bear interest at a per annum rate equal to the Default Rate. The , and, if not sooner paid, the outstanding principal balance of the Default Loan plus the amount thereof, together with accrued and unpaid interest thereon thereon, shall be due and payable as in full on the Liquidation Date in accordance with the priorities set forth in Article 5 hereof. Notwithstanding anything contained herein X. In order to secure the payment of the Default Loans, and interest thereon, the Defaulting Partner shall be deemed to have granted to the contraryContributing Partner a security interest in the Partnership Interest of the Defaulting Partner and shall be deemed to have constituted and appointed the Contributing Partner, if or any officer, agent, employee, or Affiliate of the Contributing Partner designated by the Contributing Partner, as the true and lawful agent and attorney- in-fact for the Defaulting Partner 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 by the Contributing Partner shall not relieve the Defaulting Partner of its obligation to make the capital contribution, or the portion thereof as to which it is in default. The Contributing Partner shall have the right at any time that a Default Loan is made directly outstanding, to elect the Partnership as provided remedies set forth in clause (i) above, then the Nonpaying Partner may cure its default hereunder only by remitting to the Partnership, as an Additional Capital Contribution, an amount equal to the amount necessary to discharge the Default Loan in full (including, without limitation, the remaining outstanding principal of, and all interest accrued on, such Default LoanSection 4.3(c), in which case such amount remitted will event the recovery shall first be immediately paid 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 Committee, to contribute to the Paying Partner as a full repayment Joint Venture, at any time or f rom time to time, an amount not to exceed the principal amount of the Default Loan. If a Default Loan is 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 a Partner, then the Joint Venture pursuant to Section 4.3 (Ad) the Default Loan (both principal and interest) shall be immediately due and payable from the Nonpaying Partner with an adjustment to the Paying Partner upon demand by Partnership Percentages of 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 in the Partnership and all amounts, payments and proceeds becoming distributable or payable Partners with respect to the Nonpaying Partner to secure repayment of amount so contributed as contemplated by Section 4.3(d), in which event, however, 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 has been made accrued and unpaid interest thereon, shall be treated as having deemed to have been distributed to such Nonpaying Partner, but shall be paid directly over (in the case of a Default Loan 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 collection on any applicable Default Loans, including attorneys' fees, out-of-pocket costs and court costs.

Default Loans. In (a) If the event of Non-Defaulting Member shall elect to advance a Nonpayment under this Default Loan as contemplated by Section 3.35.08 (the Default Loans ), the Paying Partneramount of such advance shall be made to the Company but shall, in its sole discretionfor all purposes, may, in lieu be deemed a loan made to and on behalf of the procedure provided in paragraph (c) above, and without limiting or waiving any other rights that it may have hereunder or otherwise, at law or in equity, (i) withhold or withdraw all or any part of Defaulting Member to enable the Defaulting Member to make 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 of both Partners, such loan to be secured by a mortgage on the Properties (to the extent allowed under any other mortgages or security instruments then encumbering the Properties), or (ii) without withholding or withdrawing all of any part of its Additional Capital Contribution, make a recourse loan to the 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 shall be compounded monthly, bear interest at a per annum rate equal to the Default Rate. The , and, if not sooner paid, the outstanding principal balance of the Default Loan plus the amount thereof, together with accrued and unpaid interest thereon thereon, shall be due and payable as in full on the Liquidation Date in accordance with the priorities set forth in Article 5 hereofXIII. Notwithstanding anything contained herein In order to secure the payment of the Default Loans, and interest thereon, the Defaulting Member shall be deemed to have granted to the contraryNon-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, if 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 made directly outstanding, to elect the Partnership as provided remedies set forth in clause (i) above, then the Nonpaying Partner may cure its default hereunder only by remitting to the Partnership, as an Additional Capital Contribution, an amount equal to the amount necessary to discharge the Default Loan in full (including, without limitation, the remaining outstanding principal of, and all interest accrued on, such Default LoanSection 5.08(b), in which case such amount remitted will event the recovery shall first be immediately paid applied in payment of outstanding Default Loans and interest thereon. In addition, the Non-Defaulting Member shall have the right, at its election and without further action of the Management Committee, to contribute to the Paying Partner as a full repayment Company, at any time or from time to time, an amount not to exceed the principal amount of the Default Loan. If a Default Loan is 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 a Partner, then (Athe Company pursuant to Section 5.08(c) the Default Loan (both principal and interest) shall be immediately due and payable from the Nonpaying Partner with an adjustment to the Paying Partner upon demand by Sharing Ratios of 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 in the Partnership and all amounts, payments and proceeds becoming distributable or payable Members with respect to the Nonpaying Partner to secure repayment of amount so contributed as contemplated by Section 5.08(c), in which event, however, 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 has been made accrued and unpaid interest thereon, shall be treated as having deemed to have been distributed to such Nonpaying Partner, but shall be paid directly over (in the case of a Default Loan 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 collection on any applicable Default Loans, including attorneys' fees, out-of-pocket costs and court costs.