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 Additional Contribution Date an amount equal to the Delinquent Contribution, and such Contributing Member's Capital Account and Unreturned Contribution Account shall each be credited with the amount contributed by such Contributing Member (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 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 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), (A) 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 and increased in the case of the Contributing Member by the Dilution Percentage. The "Adjustment Amount" shall equal fifty percent (50%) of each Delinquent Contribution contributed by the Contributing Member on behalf of 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 (1) the aggregate 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), (2) 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, (3) 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 (4) 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 six (6) percentage,as calculated in accordance with the following formula: 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 by six (6) percentage points

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 Capital Account and Unreturned Contribution Account shall each be credited with the amount contributed by such Contributing Member (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 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 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), (A) the balance standing in each Member’s '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 's Percentage Interest shall be decreased in the case of the Non-Contributing Member and increased in the case of the Contributing Member by the Dilution Percentage. The "Adjustment Amount" shall equal fifty percent (50%) of each Delinquent Contribution contributed by the Contributing Member on behalf of 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: 48600000-27450000-0130.5 373745.00008 -24- 0000.14 373745.00010/10-22-24/pdo/agt -27- Dilution Percentage = 000 150  ⎝ ⎜ ⎜ ⎜ ⎜ ⎜ ⎜ ⎜ ⎜ ⎜ ⎜ ⎜ ⎛ ( Delinquent Contribution Total amount of the Member's 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 (1) the aggregate balance standing in each Member’s 's Unreturned Contribution Account and Capital Account is equal to Two Five Million Three Hundred Thousand Dollars ($2,300,0005,000,000) (i.e., $4,600,000 10,000,000 in the aggregate), (2) 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, (3) 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 (4) 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), which . 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 Two Five Million Three Dollars ($5,000,000) to Five Million Four Hundred Thousand Dollars ($2,300,000) to Two 5,400,000), respectively. The balance standing in the Non-Contributing Member's Unreturned Contribution Account and Capital Account remains at Five Million Seven Hundred Thousand Dollars ($2,700,0005,000,000) (i.e., $2,300,000 + $400,000 = $2,700,000), respectivelybefore 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 six two and 88/100ths (62.88) percentage,percentage points, as calculated in accordance with the following formula: 6 2.88 = 150  $200,000 Delinquent Contribution $5,000,000 10,400,000 Total Member Contributions Accordingly, (x) the balance standing in each Member’s 's Unreturned Contribution Account and Capital Account would be (AA) decreased in the case of the Non- Contributing Member from Two Five Million Three Dollars ($5,000,000) to Four Million Nine Hundred Thousand Dollars ($2,300,000) to Two Million Two Hundred Thousand Dollars ($2,200,0004,900,000) (i.e., $2,300,000 5,000,000 - $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 by six (6) percentage pointsAmount

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 Member (in addition to the Adjustment Amount described below)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) 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 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), (Ai) 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 by the Dilution Percentage, and increased in (ii) the case Percentage Interest of the Contributing Member shall be increased by the Dilution Percentagea like amount of percentage points. The "Adjustment Amount" shall equal fifty percent (50%) of each Delinquent Contribution contributed by the Contributing Member on behalf of 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 (1i) the aggregate balance standing in each Member’s Unreturned Contribution Account and Capital Account amount of the prior capital contributions made by the Non-Contributing Member is equal to Two Million Three Hundred Thousand Dollars ($2,300,000) (i.e., $4,600,000 in the aggregate), (2ii) 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, (3iii) 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 (4iv) 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 six twelve (612) percentage,percentage points as calculated in accordance with the following formula: 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 six twelve (612) percentage pointspoints 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 Member (in addition to the Adjustment Amount described below)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) 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), (Ai) 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 by the Dilution Percentage, and increased in (ii) the case Percentage Interest of the Contributing Member shall be increased by the Dilution Percentagea like amount of percentage points. The "Adjustment Amount" shall equal fifty percent (50%) of each Delinquent Contribution contributed by the Contributing Member on behalf of 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 (1i) the aggregate balance standing in each Member’s Unreturned Contribution Account and Capital Account amount of the prior capital contributions made by the Non-Contributing Member is equal to Two Million Three Hundred Thousand Dollars ($2,300,000) (i.e., $4,600,000 in the aggregate), (2ii) 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, (3iii) 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 (4iv) 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 six twelve (612) percentage,percentage points as calculated in accordance with the following formula: 6 = 150  $200,000 $5,000,000 1116763.08/OC 373745-00002/0-0-00/pdo/agt 18 54430-10898/2652216.4 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 six twelve (612) percentage pointspoints 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%).