Common use of Dilution Remedy Clause in Contracts

Dilution Remedy. The Contributing Member may contribute to the capital of the Company, in cash, within thirty (30) days following the Contribution Date an amount equal to the Delinquent Contribution, and such Contributing Member's respective Capital Account and Unreturned Contribution Account shall each be credited with the amount contributed by such Contributing Member. Further, upon the maturity of a Default Loan that is not fully repaid on or before the maturity date thereof, the Contributing Member may contribute to the capital of the Company, in accordance with the provisions of Section 3.03(a) above, all or any portion of the outstanding principal of and/or accrued interest on such Default Loan (or portion thereof) previously advanced by such Contributing Member that is not repaid prior to the maturity date thereof, and (i) the amount of such outstanding principal and/or interest so contributed shall be deemed repaid and satisfied; (ii) the Capital Account and the Unreturned Contribution Account of the Non-Contributing Member shall be decreased, but not below 1116763.08/OC 373745-00002/0-0-00/pdo/agt 17 54430-10898/2652216.4 zero (0), by the amount of such outstanding principal and/or interest so contributed; and (iii) the Capital Account and the Unreturned Contribution Account of the Contributing Member shall be increased by the amount of such outstanding principal and/or interest so contributed. Upon the contribution of the Delinquent Contribution and/or the outstanding balance of a Default Loan by the Contributing Member pursuant to the foregoing provisions of this Section 3.03(b), (i) the Percentage Interest of the Non-Contributing Member shall be decreased by the Dilution Percentage, and (ii) the Percentage Interest of the Contributing Member shall be increased by a like amount of percentage points. The "Dilution Percentage" shall equal the amount expressed in percentage points calculated based upon the following formula: The application of the provisions of this Section 3.03(b) are illustrated by the following example: Assume that (i) the aggregate amount of the prior capital contributions made by the Non-Contributing Member is Two Million Three Hundred Thousand Dollars ($2,300,000), (ii) a contribution of Four Hundred Thousand Dollars ($400,000) is required to be contributed by the Members to the capital of the Company pursuant to Section 3.02, (iii) the Non-Contributing Member has a Percentage Interest of fifty percent (50%) and fails to contribute its share of such contribution equal to Two Hundred Thousand Dollars ($200,000) (i.e., 50% × $400,000), and (iv) the Contributing Member has a Percentage Interest of fifty percent (50%) and contributes its entire share of such contribution equal to Two Hundred Thousand Dollars ($200,000) (i.e., 50% x $400,000) and the Delinquent Contribution of Two Hundred Thousand Dollars ($200,000) to the capital of the Company on behalf of the Non-Contributing Member pursuant to this Section 3.03(b). By operation of this Section 3.03(b), the Dilution Percentage would be equal to twelve (12) percentage points as calculated in accordance with the following formula: 1116763.08/OC 373745-00002/0-0-00/pdo/agt 18 54430-10898/2652216.4 Accordingly, the Percentage Interest of the Non-Contributing Member would be reduced by twelve (12) percentage points from fifty percent (50%) to thirty-eight percent (38%) and the Percentage Interest of the Contributing Member would be increased by a like amount of percentage points from fifty percent (50%) to sixty-two percent (62%).

Dilution Remedy. The Contributing Member may contribute to the capital of the Company, in cash, within thirty (30) days following the Contribution Date an amount equal to the Delinquent Contribution, and such Contributing Member's respective Capital Account and Unreturned Contribution Account shall each be credited with the amount contributed by such Contributing Member. Further, upon the maturity of a Default Loan that is not fully repaid on or before the maturity date thereof, the Contributing Member may contribute to the capital of the Company, in accordance with the provisions of Section 3.03(a) above, all or any portion of the outstanding principal of and/or accrued interest on such Default Loan (or portion thereof) previously advanced by such Contributing Member that is not repaid prior to the maturity date thereof, and (i) the amount of such outstanding principal and/or interest so contributed shall be deemed repaid and satisfied; (ii) the Capital Account and the Unreturned Contribution Account of the Non-Contributing Member shall be decreased, but not below 1116763.08/OC 373745-00002/0-0-00/pdo/agt 17 54430-10898/2652216.4 zero (0), by the amount of such outstanding principal and/or interest so contributed; and (iii) the Capital Account and the Unreturned Contribution Account of the Contributing Member shall be increased by the amount of such outstanding principal and/or interest so contributed. Upon the contribution of the Delinquent Contribution and/or the outstanding balance of a Default Loan by the Contributing Member pursuant to the foregoing provisions of this Section 3.03(b), (i) the Percentage Interest of the Non-Contributing Member shall be decreased by the Dilution Percentage, and (ii) the Percentage Interest of the Contributing Member shall be increased by a like amount of percentage points. The "Dilution Percentage" shall equal the amount expressed in percentage points calculated based upon the following formula: The application of the provisions of this Section 3.03(b) are illustrated by the following example: Assume that (i) the aggregate amount of the prior capital contributions made by the Non-Contributing Member is Two Million Three Hundred Thousand Dollars ($2,300,000), (ii) a contribution of Four 1101801.21/OC 54430-10898/2568195.16 22 Hundred Thousand Dollars ($400,000) is required to be contributed by the Members to the capital of the Company pursuant to Section 3.02, (iii) the Non-Contributing Member has a Percentage Interest of fifty percent (50%) and fails to contribute its share of such contribution equal to Two Hundred Thousand Dollars ($200,000) (i.e., 50% × ´ $400,000), and (iv) the Contributing Member has a Percentage Interest of fifty percent (50%) and contributes its entire share of such contribution equal to Two Hundred Thousand Dollars ($200,000) (i.e., 50% x $400,000) and the Delinquent Contribution of Two Hundred Thousand Dollars ($200,000) to the capital of the Company on behalf of the Non-Contributing Member pursuant to this Section 3.03(b). By operation of this Section 3.03(b), the Dilution Percentage would be equal to twelve (12) percentage points as calculated in accordance with the following formula: 1116763.08/OC 373745-00002/0-0-00/pdo/agt 18 54430-10898/2652216.4 Accordingly, the Percentage Interest of the Non-Contributing Member would be reduced by twelve (12) percentage points from fifty percent (50%) to thirty-eight percent (38%) and the Percentage Interest of the Contributing Member would be increased by a like amount of percentage points from fifty percent (50%) to sixty-two percent (62%).

Dilution Remedy. The Contributing Member may contribute to the capital of the Company, in cash, within thirty (30) days following the Additional Contribution Date an amount equal to the Delinquent Contribution, and such Contributing Member's respective Capital Account and Unreturned Contribution Account shall each be credited with the amount contributed by such Contributing MemberMember (in addition to the Adjustment Amount described below). Further, upon the maturity of a Default Loan that is not fully repaid on or before the maturity date thereof, the Contributing Member may contribute to the capital of the Company, in accordance with the provisions of Section 3.03(a) above, all or any portion of the outstanding principal of and/or accrued interest on such Default Loan (or portion thereof) previously advanced by such Contributing Member that is not repaid prior to the maturity date thereof, and (i) the amount of such outstanding principal and/or interest so contributed shall be deemed repaid and satisfied; (ii) in addition to the Adjustment Amount described below, the Capital Account and the Unreturned Contribution Account of the Non-Contributing Member shall be decreased, but not below 1116763.08/OC 373745-00002/0-0-00/pdo/agt 17 54430-10898/2652216.4 zero (0), by the amount of such outstanding principal and/or interest so contributed; and (iii) in addition to the Adjustment Amount described below, the Capital Account and the Unreturned Contribution Account of the Contributing Member shall be increased by the amount of such outstanding principal and/or interest so contributed. Upon the contribution of the Delinquent Contribution and/or the outstanding balance of a Default Loan by the Contributing Member pursuant to the foregoing provisions of this Section 3.03(b), (iA) the balance standing in each Member's Unreturned Contribution Account and Capital Account shall be decreased in the case of the Non- Contributing Member and increased in the case of the Contributing Member by an amount equal to the Adjustment Amount, and (B) each Member's Percentage Interest shall be decreased in the case of the Non-Contributing Member shall be decreased and increased in the case of the Contributing Member by the Dilution Percentage, and . The "Adjustment Amount" shall equal fifty percent (ii50%) the Percentage Interest of each Delinquent Contribution contributed by the Contributing Member shall be increased by a like amount on behalf of percentage pointsthe Non-Contributing Member pursuant to this Section 3.03(b). The "Dilution Percentage" shall equal the amount expressed in percentage points calculated based upon the following formula: 0000-0000-0000.14 373745.00010/10-22-24/pdo/agt -27- Dilution Percentage = 150  ( Delinquent Contribution Total amount of the Members' capital contributions to the Company (including any Delinquent Contribution contributed by the Contributing Member), not reduced by any distributions under Section 5.01 ) The application of the provisions of this Section 3.03(b) are illustrated by the following example: Assume that (i1) the aggregate amount of the prior capital contributions made by the Non-Contributing Member balance standing in each Member's Unreturned Contribution Account and Capital Account is Two equal to Five Million Three Hundred Thousand Dollars ($2,300,0005,000,000) (i.e., $10,000,000 in the aggregate), (ii2) a contribution of Four Hundred Thousand Dollars ($400,000) is required to be contributed by the Members to the capital of the Company pursuant to Section 3.02, (iii3) the Non-Contributing Member has a Percentage Interest of fifty percent (50%) and fails to contribute its share of such contribution equal to Two Hundred Thousand Dollars ($200,000) (i.e., 50% ×  $400,000), and (iv4) the Contributing Member has a Percentage Interest of fifty percent (50%) and contributes its entire share of such contribution equal to Two Hundred Thousand Dollars ($200,000) (i.e., 50% x $400,000) and the Delinquent Contribution of Two Hundred Thousand Dollars ($200,000) to the capital of the Company on behalf of the Non-Non- Contributing Member pursuant to this Section 3.03(b). The contribution by the Contributing Member of its entire share of the additional capital contribution of Two Hundred Thousand Dollars ($200,000) and the Delinquent Contribution of Two Hundred Thousand Dollars ($200,000) increases the balance standing in the Contributing Member's Unreturned Contribution Account and Capital Account (before taking into account the Adjustment Amount) from Five Million Dollars ($5,000,000) to Five Million Four Hundred Thousand Dollars ($5,400,000), respectively. The balance standing in the Non-Contributing Member's Unreturned Contribution Account and Capital Account remains at Five Million Dollars ($5,000,000) (before taking into account the Adjustment Amount) since it did not fund any of the additional capital contribution. By operation of this Section 3.03(b), the Adjustment Amount would equal One Hundred Thousand Dollars ($100,000) (i.e., $200,000 Delinquent Contribution x 50% = $100,000), and the Dilution Percentage would be equal to twelve two and 88/100ths (122.88) percentage points points, as calculated in accordance with the following formula: 1116763.08/OC 373745-00002/0-0-00/pdo/agt 18 54430-10898/2652216.4 2.88 = 150  $200,000 Delinquent Contribution $10,400,000 Total Member Contributions Accordingly, (x) the Percentage Interest balance standing in each Member's Unreturned Contribution Account and Capital Account would be (AA) decreased in the case of the Non-Non- Contributing Member would be reduced by twelve from Five Million Dollars (12) percentage points from fifty percent (50%$5,000,000) to thirty-eight percent Four Million Nine Hundred Thousand Dollars (38%$4,900,000) and the Percentage Interest of the Contributing Member would be increased by a like amount of percentage points from fifty percent (50%) to sixty-two percent (62%).i.e., $5,000,000 - $100,000 Adjustment Amount

Dilution Remedy. The Contributing Member may contribute to the capital of the Company, in cash, within thirty (30) days following the Additional Contribution Date an amount equal to the Delinquent Contribution, and such Contributing Member's respective Capital Account and Unreturned Contribution Account shall each be credited with the amount contributed by such Contributing MemberMember (in addition to the Adjustment Amount described below). Further, upon the maturity of a Default Loan that is not fully repaid on or before the maturity date thereof, the Contributing Member may contribute to the capital of the Company, in accordance with the provisions of Section 3.03(a) above, all or any portion of the outstanding principal of and/or accrued interest on such Default Loan (or portion thereof) previously advanced by such Contributing Member that is not repaid prior to the maturity date thereof, and (i) the amount of such outstanding principal and/or interest so contributed shall be deemed repaid and satisfied; (ii) in addition to the Adjustment Amount described below, the Capital Account and the Unreturned Contribution Account of the Non-Contributing Member shall be decreased, but not below 1116763.08/OC 373745-00002/0-0-00/pdo/agt 17 54430-10898/2652216.4 zero (0), by the amount of such outstanding principal and/or interest so contributed; and (iii) in addition to the Adjustment Amount described below, the Capital Account and the Unreturned Contribution Account of the Contributing Member shall be increased by the amount of such outstanding principal and/or interest so contributed. Upon the contribution of the Delinquent Contribution and/or the outstanding balance of a Default Loan by the Contributing Member pursuant to the foregoing provisions of this Section 3.03(b), (iA) the balance standing in each Member’s Unreturned Contribution Account and Capital Account shall be decreased in the case of the Non- Contributing Member and increased in the case of the Contributing Member by an amount equal to the Adjustment Amount, and (B) each Member’s Percentage Interest shall be decreased in the case of the Non-Contributing Member shall be decreased and increased in the case of the Contributing Member by the Dilution Percentage, and . The "Adjustment Amount" shall equal fifty percent (ii50%) the Percentage Interest of each Delinquent Contribution contributed by the Contributing Member shall be increased by a like amount on behalf of percentage points. the Non-Contributing Member pursuant to this Section 3.03(b).. The "Dilution Percentage" shall equal the amount expressed in percentage points calculated based upon the following formula: 4860-2745-0130.5 373745.00008 -24- Dilution Percentage = 000  ⎝ ⎜ ⎜ ⎜ ⎜ ⎜ ⎜ ⎜ ⎜ ⎜ ⎜ ⎜ ⎛ Delinquent Contribution Total amount of the Member's capital contributions to the Company (including any Delinquent Contribution contributed by the Contributing Member), not reduced by any distributions under Section 5.01 ⎠ ⎟ ⎟ ⎟ ⎟ ⎟ ⎟ ⎟ ⎟ ⎟ ⎟ ⎟ ⎞ The application of the provisions of this Section 3.03(b) are illustrated by the following example: Assume that (i1) the aggregate amount of the prior capital contributions made by the Non-Contributing Member balance standing in each Member’s Unreturned Contribution Account and Capital Account is equal to Two Million Three Hundred Thousand Dollars ($2,300,000) (i.e., $4,600,000 in the aggregate), (ii2) a contribution of Four Hundred Thousand Dollars ($400,000) is required to be contributed by the Members to the capital of the Company pursuant to Section 3.02, (iii3) the Non-Non- Contributing Member has a Percentage Interest of fifty percent (50%) and fails to contribute its share of such contribution equal to Two Hundred Thousand Dollars ($200,000) (i.e., 50% ×  $400,000), and (iv4) the Contributing Member has a Percentage Interest of fifty percent (50%) and contributes its entire share of such contribution equal to Two Hundred Thousand Dollars ($200,000) (i.e., 50% x $400,000) and the Delinquent Contribution of Two Hundred Thousand Dollars ($200,000) to the capital of the Company on behalf of the Non-Contributing Member pursuant to this Section 3.03(b), which increases the balance standing in the Contributing Member's Unreturned Contribution Account and Capital Account (before taking into account the Adjustment Amount) from Two Million Three Hundred Thousand Dollars ($2,300,000) to Two Million Seven Hundred Thousand Dollars ($2,700,000) (i.e., $2,300,000 + $400,000 = $2,700,000), respectively. By operation of this Section 3.03(b), the Adjustment Amount would equal One Hundred Thousand Dollars ($100,000) (i.e., $200,000 Delinquent Contribution x 50% = $100,000), and the Dilution Percentage would be equal to twelve six (126) percentage points percentage,as calculated in accordance with the following formula: 1116763.08/OC 373745-00002/0-0-00/pdo/agt 18 54430-10898/2652216.4 6 = 150  $200,000 $5,000,000 Accordingly, (x) the balance standing in each Member’s Unreturned Contribution Account and Capital Account would be (AA) decreased in the case of the Non- Contributing Member from Two Million Three Hundred Thousand Dollars ($2,300,000) to Two Million Two Hundred Thousand Dollars ($2,200,000) (i.e., $2,300,000 - $100,000 Adjustment Amount = $2,200,000), and (BB) increased in the case of the Contributing Member from Two Million Seven Hundred Thousand Dollars ($2,700,000) to Two Million Eight Hundred Thousand Dollars ($2,800,000) (i.e., $2,700,000 + $100,000 Adjustment Amount = $2,800,000), (y) the Percentage Interest of each Member would be (AA) decreased in the case of the Non-Contributing Member would be reduced by twelve six (126) percentage points from fifty percent (50%) to thirty-eight percent (38%) and the Percentage Interest of the Contributing Member would be increased by a like amount of percentage points from fifty percent (50%) to sixty-two percent (62%).points