Common use of Default Loans Clause in Contracts

Default Loans. a. In the event that any Member (a “Defaulting Member”) shall be in material breach as a result of its failure to contribute its share of working capital, any other Member, provided such other Member shall have advanced the full amount of its capital contribution (the “Non-Defaulting Member”), shall have the right and option at any time thereafter, but not the obligation, to lend (any such loan being herein referred to as a “Default Loan”) to the Company all or any portion of the capital contribution required of the Defaulting Member (herein referred to as the “Defaulted Amount”). If more than one Non-Defaulting Member shall desire to make a Default Loan, such Non-Defaulting Members shall loan the Defaulted Amount in such proportions as they shall decide; if they cannot decide, each Non-Defaulting Member’s Default Loan shall be made in the proportion that its Percentage Interest bears to the Percentage Interests of all Non-Defaulting Members desiring to make a Default Loan. Default Loans shall (i) earn interest on the outstanding principal amount thereof at a rate equal to the lessor from time to time of (1) 10% per annum, and (2) the maximum rate then permitted by applicable law as to the Defaulting Member in respect to whom the Default Loan is made, from the date the Default Loan is deemed to have been made until the same is repaid in full, (ii) unless repaid sooner pursuant to any other provision of this agreement, be repaid by the Company on the fifth anniversary of the due date of the Defaulted Amount in respect of which such Default Loan was made, (iii) be reflected on the books of the 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 date 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 the disability of the Defaulting Member shall immediately cease and the other rights of the Defaulting Member shall be reinstated upon (i) if no Default Loan was made, the advance by the Defaulting Member to the Company of its defaulted capital contribution or (ii) if a Default Loan was made, the payment to the Company by the Defaulting Member for payment to the holder of the Default Loan the full outstanding principal amount of the Default Loan and all accrued interest due thereon.

Default Loans. a. In (a) If any Partner (the event that any Member (a “"Defaulting Member”Partner") shall be in material breach as a result of its failure fail to contribute its share of working capital, any other Member, provided such other Member shall have advanced advance the full amount of its capital contribution 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 (the “a "Non-Defaulting Member”), Partner") shall have the right and option at any time thereafterright, but not the obligation, to lend advance to the Partnership on behalf of such Defaulting Partner, within fifteen (any 15) Business days after the Drawdown Date, an amount of money equal to its proportionate share (based upon the ratio of the Capital Commitment Percentages of those Non- Defaulting Partners to each other or in such other proportion as they may agree) of the amount of the Capital Contribution the Defaulting Partner was required to but did not make, which advance shall be considered a loan being herein referred to as (a “"Default Loan”") to from the Company all or any portion of the capital contribution required of the Defaulting Member (herein referred to as the “Defaulted Amount”). If more than one Non-Defaulting Member shall desire to make a Default Loan, such Non-Defaulting Members shall loan the Defaulted Amount in such proportions as they shall decide; if they cannot decide, each Non-Defaulting Member’s Default Loan shall be made in the proportion that its Percentage Interest bears Partner to the Percentage Interests of all Non-Defaulting Members desiring to make a Default Loan. Default Loans Partner and shall (i) earn bear interest on the outstanding principal amount thereof at a an annual rate equal to the lessor from time to time lesser of (1x) 10the Prime Rate plus 3% per annum(but in no event less than the rate provided in Section 6.2), and (2y) the maximum rate then permitted by applicable law as to law, for the Defaulting Member in respect to whom the Default Loan is made, from the date the Default Loan is deemed to have been made until the same is repaid in full, (ii) unless repaid sooner pursuant to any other provision of this agreement, be repaid by the Company period commencing on the fifth anniversary of the due date of the Defaulted Amount in respect advance by the Non-Defaulting Partner to, but not including, the date of repayment thereof. Each Non-Defaulting Partner which such has made the maximum Default Loan was madepermitted 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 (iiibased upon the ratio of the Capital Commitment Percentages of those Non-Defaulting Partners to each other or in such other proportion as they may agree) of any amount not contributed by any other Non-Defaulting Partner. The amount of each Default Loan (excluding interest) shall be reflected on the books of the Company, (iv) be entitled to distribution in the order of priority provided in Article 10 hereofPartnership as, and (v) as contributed from time to timeshall be deemed for the purposes of this Agreement, have priority vis-à-vis other Default Loans based upon a Capital Contribution by the inverse order of the date of contribution of the sameDefaulting Partner. 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 b) Each Default Loan shall have been made), a term of 180 days from the date of its advance. At any time within such 180-day period the Defaulting Member Partner shall have no the right to take any actions or satisfy and discharge the Default Loan by paying to vote on any matters as a Member and the Non-Defaulting Members 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 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, the Defaulting Partner, if a Limited Partner, shall be deemed to have the sole pledged to such Non-Defaulting Partner, and full right granted to exercise such Non-Defaulting Partner a continuing security interest in, all of the powers Defaulting Partner's Interest to secure the payment of the Members; providedprincipal of, howeverand interest on, that such Default Loan in accordance with the disability of the Defaulting Member shall immediately cease provisions hereof, and the other rights of the Defaulting Member for such purpose this Agreement shall be reinstated upon (i) if no Default Loan was madedeemed a security agreement. Notwithstanding anything herein to the contrary, the advance by the security interest granted to a Non-Defaulting Member Partner under this Section 5.3(c) is hereby expressly made subordinate to the Company of its defaulted capital contribution or (ii) if a Default Loan was made, the payment security interest granted to the Company by the Defaulting Member for payment to the holder of the Default Loan the full outstanding principal amount of the Default Loan and all accrued interest due thereonPartnership under Section 2.

Default Loans. a. In the event that (a) If any Member fails to make (a “Defaulting Member”in whole or in part) shall be in material breach as a result of its failure Capital Contribution pursuant to contribute its share of working capital, any other Member, provided such other Member shall have advanced the full amount of its capital contribution (the “Non-Defaulting Member”), shall have the right and option at any time thereafter, but not the obligation, to lend SECTION 4.1(D) and/or SECTION 4.4 (any such loan being Member is herein referred to as a “Default Loan”) to the Company all or "Noncontributing Member"), then any portion of the capital contribution required of the Defaulting Member that has made its Capital Contribution (any such Member is herein referred to as a "Contributing Member") shall have the “Defaulted Amount”). If more than one Non-Defaulting Member shall desire option to make a Default Loan, such Non-Defaulting Members shall loan the Defaulted Amount in such proportions as they shall decide; if they cannot decide, each Non-Defaulting Member’s Default Loan shall be made in the proportion that its Percentage Interest bears to the Percentage Interests Company on behalf of all Non-Defaulting Members desiring the Noncontributing Member equal to the Capital Contribution not made by the 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. Loan on account of the Noncontributing Member, such Contributing Members shall be permitted to participate in proportion to their respective Interests exclusive of the Interest of the Non-Contributing Member. (b) A Default Loans Loan (which for all purposes of this Agreement shall (iinclude all accrued and unpaid interest thereon) earn made on behalf of a Member due to its failure to make its Capital Contribution shall bear interest on from the outstanding principal amount thereof date such Capital Contribution is due at a an annual rate equal to the lessor rate announced from time to time of in The Wall Street Journal as the "prime rate" plus four (14) 10% per annumpercentage points, and (2) shall mature upon the maximum rate then permitted by applicable law as liquidation of the Company if not otherwise paid in full pursuant to the Defaulting terms of this Agreement. In the event that The Wall Street Journal shall no longer be published, then the Member entitled to payments of interest shall be entitled to select, in respect its reasonable discretion, an alternative publication or institutional "prime" or "base" rate (and, if there is more than one such Member, then the Member with the greatest Interest shall be entitled to whom the make such selection). Any Default Loan is made, from the date the Default Loan is deemed and interest thereon shall be required to have been made until the same is repaid in full, (ii) unless repaid sooner pursuant to any other provision of this agreement, be repaid by the Company on Noncontributing Member only to the fifth anniversary of the due date of the Defaulted Amount extent distributions are made to such Member as set forth in respect of which such Default Loan was made, (iii) be reflected on the books of the Company, (iv) be entitled to distribution in the order of priority provided in Article 10 hereofSECTION 6.2 and SECTION 6.3, and (v) as contributed from time to time, have priority vis-à-vis other Default Loans based upon the inverse order of the date 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 no Noncontributing Member shall have no right to take any actions personal liability for the repayment of same or to vote on any matters as a Member and interest thereon. In the Non-Defaulting Members event that there shall have be more than one Default Loan during the sole and full right to exercise all term of this Agreement, then the application of the powers of the Members; provided, however, that the disability of the Defaulting Member shall immediately cease and the other various rights of the Defaulting Member set forth in this SECTION 4.5 shall be reinstated upon (i) if no applied separately to each such Default Loan was made, the advance by the Defaulting Member to the Company of its defaulted capital contribution or (ii) if a Default Loan was made, the payment to the Company by the Defaulting Member for payment to the holder of the Default Loan the full outstanding principal amount of the Default Loan and all accrued interest due thereonLoan.

Default Loans. a. In the event that any Member (a “Defaulting Member”a) shall be in material breach as a result of its failure to contribute its share of working capital, Without limitation on any other Memberrights and remedies of the Partners, provided such other Member if a Noncontributing Party shall have advanced the full amount of failed to timely pay its capital contribution (the “Non-Defaulting Member”), shall have the right and option at any time thereafter, but not the obligation, to lend (any such loan being herein referred to as a “Default Loan”) to the Company all or any portion of the capital contribution Closing Funding Requirement as provided in SECTION 2.2 or to make any Additional Capital Contributions as required pursuant to this Agreement, and fails to cure such default after receiving notice thereof within the applicable cure period provided under SECTION 5.14(a) hereof, the Contributing Party may advance the amount of such delinquency to the Partnership and direct the Partnership to pay the party or parties (which party or parties may be a Partner (or Affiliate of a Partner) hereunder, including the Contributing Party (or an Affiliate of the Defaulting Member Contributing Party) making such advance, if such amount is owed to such Person) to whom the same is owed. Any such advance shall be treated as a loan (herein referred a "DEFAULT LOAN") by such Contributing Party to the Partnership, payable on demand, and shall bear interest at the Base Rate plus three percent (3%) per annum (compounded monthly as of the “Defaulted Amount”)last day of each calendar month) from the date of such loan to the date of payment in full. If more than one Non-Defaulting Member shall desire to make a Default LoanIn addition and without limitation on the foregoing, the making of such Non-Defaulting Members shall loan the Defaulted Amount in such proportions as they shall decide; if they cannot decide, each Non-Defaulting Member’s Default Loan shall be made in also create an obligation on the proportion that its Percentage Interest bears part of the Noncontributing Party to contribute to the Percentage Interests of all Non-Defaulting Members desiring to make a Default Loan. Default Loans shall (i) earn interest on the outstanding principal Partnership an amount thereof at a rate equal to the lessor from time to time of (1) 10% per annum, and (2) the maximum rate then permitted by applicable law as to the Defaulting Member in respect to whom the Default Loan is made, from the date the Default Loan is deemed to have been made until the same is repaid in full, (ii) unless repaid sooner pursuant to any other provision of this agreement, be repaid by the Company on the fifth anniversary of the due date of the Defaulted Amount in respect of which such Default Loan was made, (iii) be reflected on the books of the 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 date 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 the disability of the Defaulting Member shall immediately cease and the other rights of the Defaulting Member shall be reinstated upon (i) if no Default Loan was made, the advance by the Defaulting Member to the Company of its defaulted capital contribution or (ii) if a Default Loan was made, the payment to the Company by the Defaulting Member for payment to the holder of the Default Loan the full outstanding principal amount of the Default Loan (together with interest at the aforesaid rate) made by the Contributing Party to the Partnership. As used herein, the term "BASE RATE" shall mean the commercial loan rate of interest announced publicly from time to time by Chase Manhattan Bank in New York, New York as such bank's "prime rate", as from time to time in effect, such interest rate to change monthly as of the first day of the calendar month next succeeding the calendar month in which a change in Base Rate occurs; PROVIDED THAT, if such rate is unavailable for any reason, then the parties shall meet and all accrued interest due thereonagree upon a different bank's "prime rate" or "reference rate" to serve as the Base Rate hereunder.

Default Loans. a. In the event that any Member (a “Defaulting Member”a) shall be in material breach as a result of its failure to contribute its share of working capital, Without limitation on any other Memberrights and remedies of the Partners, provided such other Member if a Noncontributing Party shall have advanced the full amount of failed to timely pay its capital contribution (the “Non-Defaulting Member”), shall have the right and option at any time thereafter, but not the obligation, to lend (any such loan being herein referred to as a “Default Loan”) to the Company all or any portion of the capital contribution Closing Funding Requirement as provided in Section 2.2 or to make any Additional Capital Contributions as required pursuant to this Agreement, and fails to cure such default after receiving notice thereof within the applicable cure period provided under Section 5.14(a) hereof, the Contributing Party may advance the amount of such delinquency to the Partnership and direct the Partnership to pay the party or parties (which party or parties may be a Partner (or Affiliate of a Partner) hereunder, including the Contributing Party (or an Affiliate of the Defaulting Member Contributing Party) making such advance, if such amount is owed to such Person) to whom the same is owed. Any such advance shall be treated as a loan (herein referred to as the “Defaulted Amount”). If more than one Non-Defaulting Member shall desire to make a "Default Loan") by such Contributing Party to the Partnership, payable on demand, and shall bear interest at the Base Rate plus three percent (3%) per annum (compounded monthly as of the last day of each calendar month) from the date of such Non-Defaulting Members shall loan to the Defaulted Amount date of payment in full. In addition and without limitation on the foregoing, the making of such proportions as they shall decide; if they cannot decide, each Non-Defaulting Member’s Default Loan shall be made in also create an obligation on the proportion that its Percentage Interest bears part of the Noncontributing Party to contribute to the Percentage Interests of all Non-Defaulting Members desiring to make a Default Loan. Default Loans shall (i) earn interest on the outstanding principal Partnership an amount thereof at a rate equal to the lessor from time to time of (1) 10% per annum, and (2) the maximum rate then permitted by applicable law as to the Defaulting Member in respect to whom the Default Loan is made, from the date the Default Loan is deemed to have been made until the same is repaid in full, (ii) unless repaid sooner pursuant to any other provision of this agreement, be repaid by the Company on the fifth anniversary of the due date of the Defaulted Amount in respect of which such Default Loan was made, (iii) be reflected on the books of the 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 date 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 the disability of the Defaulting Member shall immediately cease and the other rights of the Defaulting Member shall be reinstated upon (i) if no Default Loan was made, the advance by the Defaulting Member to the Company of its defaulted capital contribution or (ii) if a Default Loan was made, the payment to the Company by the Defaulting Member for payment to the holder of the Default Loan the full outstanding principal amount of the Default Loan (together with interest at the aforesaid rate) made by the Contributing Party to the Partnership. As used herein, the term "Base Rate" shall mean the commercial loan rate of interest announced publicly from time to time by Chase Manhattan Bank in New York, New York as such bank's "prime rate", as from time to time in effect, such interest rate to change monthly as of the first day of the calendar month next succeeding the calendar month in which a change in Base Rate occurs; provided that, if such rate is unavailable for any reason, then the parties shall meet and all accrued interest due thereonagree upon a different bank's "prime rate" or "reference rate" to serve as the Base Rate hereunder.