Common use of Failure to Make Contributions Clause in Contracts

Failure to Make Contributions. If either Member fails to contribute timely all or any portion of any monetary sum that it has agreed to contribute to the Company pursuant to the provisions of Section 5.1, 5.2 or 5.3 the Company may exercise, by notice to such Member (the "Delinquent Member") any one or more of the following rights or remedies: (a) Taking such action (including, without limitation, the filing of a lawsuit) as the Members Committee deems appropriate to obtain payment by the Delinquent Member of that portion of its agreed contribution that is in default, together with interest thereon at the Default Interest Rate from the date that such contribution was due until the date that such contribution is made, at the cost and expense of the Delinquent Member; (b) Permitting the other Members that desire to do so (the "Non- Delinquent Members") to advance that portion of the contribution that is in default, with the following results: (i) The sum thus advanced shall be deemed to be a loan from the Non-Delinquent Member to the Delinquent Member and a contribution of such sum to the Company by the Delinquent Member pursuant to Section 5.1, 5.2 or 5.3, as appropriate; (ii) The principal balance of such loan and all accrued unpaid interest thereon shall be due and payable in whole within thirty days after written demand therefor has been given to the Delinquent Member by the Non-Delinquent Member; (iii) The loan shall bear interest at the Default Interest Rate, from the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid to the Non-Delinquent Member; (iv) All distributions from the Company that would otherwise be made to the Delinquent Member (whether before or after dissolution of the Company) shall, instead, be paid to the Non-Delinquent Member until the loan and all interest accrued thereon have been repaid in full to the Non-Delinquent Member (with all such payments being applied first to interest earned and unpaid and then to principal); provided however, that for purposes of Section 6.4, any amounts paid by the Company to the Non-Delinquent Member shall nevertheless be treated as adjustments to the Delinquent Member's Capital Account; (v) The repayment of the loan and all interest accrued thereon shall be secured by a security interest in the Delinquent Member's interest in the Company, as more fully set forth in Section 5.6, and (vi) The Non-Delinquent Member shall have the right, in addition to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take such action (including, without limitation, the filing of a lawsuit) as the Non-Delinquent Member deem appropriate to obtain payment by the Delinquent Member of the principal balance of such loan and all accrued and unpaid interest thereon, at the cost and expense of the Delinquent Member; (c) Exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 5.6; (d) Dissolving the Company; or (e) Exercising any other rights and remedies available at law or in equity.

Failure to Make Contributions. If either a Member fails to timely contribute timely all or any portion of any monetary sum that it has agreed to contribute to the Company pursuant to the provisions of Section 5.1an Additional Capital Contribution (such Member, 5.2 or 5.3 the Company may exercise, by a “Non-Funding Member”) and such default is not cured within 10 days notice to such Member (the "Delinquent Member") any one or more of the following rights or remedies: (a) Taking date such action (includingAdditional Capital Contribution was due, without limitation, the filing of a lawsuit) as the Members Committee deems appropriate to obtain payment by the Delinquent Member of that portion of its agreed contribution that is in default, together with interest thereon at the Default Interest Rate from the date that such contribution was due until the date that such contribution is made, at the cost and expense of the Delinquent Member; (b) Permitting then the other Members that desire shall have the option, in proportion to do so their Capital Sharing Ratios or in such other percentages as they may agree (the "Non- Delinquent “Funding Members"”) to advance that portion of the contribution Additional Capital Contribution that is in defaultthe Non-Funding Member has failed to timely contribute (a) as an Additional Capital Contribution by such Funding Members, with a corresponding dilution to the following results: Non-Funding Member’s Capital Sharing Ratio (isuch dilution to be on a 1.25:1 basis), or (b) The sum thus advanced as a loan (each, a “Member Loan”) in accordance with the provisions of this Article. Any amounts funded by a Funding Member on behalf of a Non-Funding Member as a Member Loan shall be deemed made directly to the Company, but shall be treated as a non-recourse (except to the extent of the Non-Funding Member’s Interest) demand loan made by the Funding Member to the Non-Funding Member, bearing interest at the Interest Rate, and a Capital Contribution of the amount of such loan from the Non-Delinquent Funding Member to the Delinquent Member and a contribution of Company. Any such sum to non-recourse loan shall be repaid in full directly by the Company by the Delinquent Member pursuant to Section 5.1, 5.2 or 5.3, as appropriate; (ii) The principal balance on behalf of such loan and all accrued unpaid interest thereon shall be due and payable in whole within thirty days after written demand therefor has been given to the Delinquent Member by the Non-Delinquent Member; (iii) The loan shall bear interest at Funding Member to the Default Interest Rate, Funding Member from the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid Net Cash Flow and Capital Proceeds otherwise distributable to the Non-Delinquent Member; (iv) All distributions from the Company that would otherwise be made Funding Member under Article 8 prior to the Delinquent Member (whether before or after dissolution of the Company) shall, instead, be paid any amount being distributed to the such Non-Delinquent Member until the loan and all interest accrued thereon have been repaid in full to the Non-Delinquent Member (with all such payments being applied first to interest earned and unpaid and then to principal); provided however, that for purposes of Section 6.4, any amounts Funding Member. Amounts paid directly by the Company to the Non-Delinquent Funding Member shall nevertheless be treated as adjustments to the Delinquent Member's Capital Account; (v) The repayment on account of the loan and all interest accrued thereon a Member Loan shall be secured by a security interest in the Delinquent Member's interest in the Company, as more fully set forth in Section 5.6, and (vi) The Non-Delinquent Member shall have the right, in addition deemed distributions to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take such action (including, without limitation, the filing of a lawsuit) as the Non-Delinquent Funding Member. Any Amounts used to repay such Member deem appropriate Loan shall be applied first to obtain payment by the Delinquent Member of the accrued interest therein and then to repay principal balance of such loan and all accrued and unpaid interest thereon, at the cost and expense of the Delinquent Member; (c) Exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 5.6; (d) Dissolving the Company; or (e) Exercising any other rights and remedies available at law or in equityMember Loan.

Failure to Make Contributions. If either Member fails to contribute timely all or any portion In the event of any monetary sum that it has agreed to contribute to the Company pursuant to the provisions of Section 5.1, 5.2 or 5.3 the Company may exercise, by notice to such Member (the "Delinquent Member") any one or more of the following rights or remedies: a failure (a) Taking such action (including, without limitation, the filing of a lawsuit) as the Members Committee deems appropriate by any Member to obtain payment contribute any Capital Contributions required by the Delinquent Member of that portion of its agreed contribution that is in default, together with interest thereon at the Default Interest Rate from the date that such contribution was due until the date that such contribution is made, at the cost and expense of the Delinquent Member; Section 6.2. or (b) Permitting the other Members that desire to do so (the "Non- Delinquent Members") to advance that portion of the contribution that is in default, with the following results: (i) The sum thus advanced shall be deemed to be a loan from the Non-Delinquent by SIP Member to the Delinquent Member and a contribution of such sum to the Company contribute any Construction Cost Overrun Contributions required by the Delinquent Member pursuant to Section 5.16.3, 5.2 or 5.3, as appropriate; (ii) The principal balance of such loan and all accrued unpaid interest thereon shall be due and payable in whole within thirty days after written demand therefor has been given to the Delinquent Member by the Non-Delinquent Member; (iii) The loan shall bear interest at the Default Interest Rate, from the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid to the Non-Delinquent Member; (iv) All distributions from the Company that would otherwise be made to the Delinquent Member (whether before or after dissolution of the Company) shall, instead, be paid to the Non-Delinquent Member until the loan and all interest accrued thereon have been repaid in full to the Non-Delinquent Member (with all such payments being applied first to interest earned and unpaid and then to principal); provided however, that for purposes of Section 6.4, any amounts paid by the Company to the Non-Delinquent Member shall nevertheless be treated as adjustments to the Delinquent Member's Capital Account; (v) The repayment of the loan and all interest accrued thereon shall be secured by a security interest in the Delinquent Member's interest in the Company, as more fully set forth in Section 5.6, and (vi) The Non-Delinquent Member shall have the right, in addition to the any other rights and remedies granted to it pursuant to this Agreement of the Members hereunder or available to it arising at law or in equity, to take then, provided the other Member shall have made its corresponding Capital Contribution, such action refusal or failure shall constitute a default by the non-contributing Member (includingthe “Non-Contributing Member”), without limitation, and the filing other non-defaulting Member (the “Contributing Member”) may advance all or a portion of a lawsuit) as the Non-Delinquent Contributing Member’s unpaid Capital Contribution to the Company on behalf of the Non-Contributing Member deem appropriate to obtain payment (together with the Capital Contribution made by the Delinquent Contributing Member on behalf of itself, a “Capital Advance”). (i) In the event any Contributing Member elects to make a Capital Advance pursuant to this Section 6.4, then the Capital Advance shall be treated as a loan by the Contributing Member to the Non-Contributing Member, payable on demand. Each Capital Advance shall bear interest until paid at an annual rate equal to the Default Rate. (ii) To the extent not repaid directly by the Non-Contributing Member, the Capital Advance shall be repaid out of any subsequent distributions made by the Company pursuant to this Agreement to which the Non-Contributing Member for whose account the Capital Advance was made would otherwise be entitled under this Agreement (including fees and reimbursable amounts payable hereunder by the Non-Contributing Member or any Affiliate of the principal balance Non-Contributing Member) prior to any other distributions being made to the Non-Contributing Member (but such distributions, fees or reimbursements actually paid to the Contributing Member shall nonetheless constitute distributions, fees or reimbursements, as applicable, to the Non-Contributing Member for purposes of this Agreement), and such loan and all payments shall be applied first to the payment of accrued and but unpaid interest thereon, at on each such obligation and then to the cost and expense payment of the Delinquent Member;outstanding principal, until the Capital Advance is paid in full. (ciii) Exercising Each Member hereby grants to the other Members and the Company, equally and ratably, a security interest in its Membership Interest to secure repayment of any Capital Advance upon demand. Upon any default in the repayment of any Capital Advance upon demand, the Contributing Member making such Capital Advance shall have all the rights and remedies of a secured party under the Uniform Commercial Code with respect to the security interest granted herein, and the proceeds arising from any foreclosure of the State of Delaware, as more fully set forth security interest herein granted may be applied to attorneys’ fees and expenses incurred by the Contributing Member in Section 5.6; (d) Dissolving the Company; or (e) Exercising any other exercising such rights and remedies available at law remedies. Each Member shall execute and deliver to the other Members and to the Company all such financing statements and other instruments as may be requested by the other Members to evidence the security interest provided for herein. This Agreement may serve as the necessary financing statement, or in equity.the Contributing Member may execute and file a financing statement on behalf of the Non-Contributing Member, and the Non-Contributing Member hereby appoints the Contributing Member as its attorney-in-fact to execute such financing statements and other instruments as may be necessary to evidence or continue the perfection of the security interest herein granted. Such power of attorney is coupled with an interest and is irrevocable

Failure to Make Contributions. If either Member fails to contribute timely all or any portion of any monetary sum that it has agreed to contribute to the Company pursuant to the provisions of Section 5.1, 5.2 or 5.3 the Company may exercise, by notice to such Member (the "Delinquent Member") any one or more of the following rights or remedies: (a) Taking such action (including, without limitation, In the filing event of a lawsuitfailure (x) as by Dividend Member or the Members Committee deems appropriate to obtain payment by the Delinquent Member of that portion of its agreed contribution that is in default, together with interest thereon at the Default Interest Rate from the date that such contribution was due until the date that such contribution is made, at the cost and expense of the Delinquent Member; (b) Permitting the other Members that desire to do so (the "Non- Delinquent Members") to advance that portion of the contribution that is in default, with the following results: (i) The sum thus advanced shall be deemed to be a loan from the Non-Delinquent Xxxxxxx Xxxxxx Member to the Delinquent contribute any Priority Capital Contribution required by Section 6.1, or (y) by any Member and a contribution of such sum to the Company contribute any Additional Capital Contributions required by the Delinquent Section 6.2, or (z) by Xxxxxxx Xxxxxx Member pursuant to contribute any Construction Cost Overrun Contributions required by Section 5.16.3, 5.2 or 5.3, as appropriate; (ii) The principal balance of such loan and all accrued unpaid interest thereon shall be due and payable in whole within thirty days after written demand therefor has been given to the Delinquent Member by the Non-Delinquent Member; (iii) The loan shall bear interest at the Default Interest Rate, from the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid to the Non-Delinquent Member; (iv) All distributions from the Company that would otherwise be made to the Delinquent Member (whether before or after dissolution of the Company) shall, instead, be paid to the Non-Delinquent Member until the loan and all interest accrued thereon have been repaid in full to the Non-Delinquent Member (with all such payments being applied first to interest earned and unpaid and then to principal); provided however, that for purposes of Section 6.4, any amounts paid by the Company to the Non-Delinquent Member shall nevertheless be treated as adjustments to the Delinquent Member's Capital Account; (v) The repayment of the loan and all interest accrued thereon shall be secured by a security interest in the Delinquent Member's interest in the Company, as more fully set forth in Section 5.6, and (vi) The Non-Delinquent Member shall have the right, in addition to the any other rights and remedies granted to it pursuant to this Agreement of the Members hereunder or available to it arising at law or in equity, then, provided the other Member shall have made its corresponding Capital Contribution (if applicable), such refusal or failure shall constitute a default by the non-contributing Member (the “Non-Contributing Member”), and the other non-defaulting Member (the “Contributing Member”) may either void its Capital Contribution to take such action (including, without limitation, the filing Company or advance all or a portion of a lawsuit) as the Non-Delinquent Contributing Member’s unpaid Capital Contribution to the Company on behalf of the Non-Contributing Member deem appropriate (a “Preferred Capital Contribution”). (1) In the event any Contributing Member elects to obtain payment make a Preferred Capital Contribution pursuant to this Section, then such Preferred Capital Contribution shall be treated as preferred equity of the Contributing Member. Preferred Capital Contributions shall earn a return equal to the Default Rate compounded annually until repaid in full. (2) To the extent not repaid directly by the Delinquent Non-Contributing Member, the Preferred Capital Contribution shall be repaid out of any subsequent distributions made by the Company pursuant to this Agreement to which the Non-Contributing Member for whose account the Preferred Capital Advance was made would otherwise be entitled under this Agreement (including fees and reimbursable amounts payable hereunder to the Non-Contributing Member or any Affiliate of the principal balance Non-Contributing Member) prior to any other distributions being made to the Non-Contributing Member (but any such distributions, fees or reimbursements actually paid to the Contributing Member pursuant to this Section 6.4(a)(2) shall nonetheless constitute distributions, fees or reimbursements, as applicable, to the Non-Contributing Member for purposes of this Agreement), and such loan payments shall be applied first to the payment of any unpaid return on the Preferred Capital Contribution (as provided in the last sentence of Section 6.4(a)(1) hereof) and all accrued and unpaid interest thereon, at then to the cost and expense payment of the Delinquent Member; (c) Exercising outstanding principal, until the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth Preferred Capital Contribution is paid in Section 5.6; (d) Dissolving the Company; or (e) Exercising any other rights and remedies available at law or in equityfull.

Failure to Make Contributions. If either Notwithstanding anything to the contrary, if a Member fails to timely contribute timely all or any portion of any monetary sum that it has agreed to contribute to the Company pursuant to the provisions of Section 5.1an Additional Capital Contribution (such Member, 5.2 or 5.3 the Company may exercisein such capacity, by notice to such Member (the "Delinquent a “Non-Funding Member") any one or more of the following rights or remedies: (a) Taking such action (including”), without limitation, the filing of a lawsuit) as the Members Committee deems appropriate to obtain payment by the Delinquent Member of that portion of its agreed contribution that is in default, together with interest thereon at the Default Interest Rate from the date that such contribution was due until the date that such contribution is made, at the cost and expense of the Delinquent Member; (b) Permitting then the other Members that desire (such other Members, in such capacity, the “Funding Members”) shall have the option, in proportion to do so (the "Non- Delinquent Members") Capital Sharing Ratios of the Funding Members or in such other percentages as the Funding Members may agree, to advance that portion of the contribution Additional Capital Contribution that is in defaultthe Non-Funding Member has failed to timely contribute pursuant to the terms of this Section 6.3 (such portion, with the following results“Failed Funding”). In the event of a Failed Funding, the Funding Members have the option to advance all or a portion of the Failed Funding as either: (ia) The sum thus advanced an Additional Capital Contribution by such Funding Members, with a corresponding dilution to the Non-Funding Member’s Capital Sharing Ratio (such dilution shall be deemed on a 1.75:1 basis); or (b) a loan on behalf of the Non-Funding Member of all or a portion of such Failed Funding (each, a “Member Loan”) in accordance with the provisions of this Article. Each Member Loan shall be made directly to the Company, but shall be treated as a non-recourse (except to the extent of the Non-Funding Member’s Interest), unsecured demand loan made by the Funding Member to the Non-Funding Member, bearing interest at the lesser of (x) 20% per annum, compounded on a monthly basis, and (y) the maximum rate permitted by applicable law, and a Capital Contribution of the amount of such loan from the Non-Delinquent Funding Member to the Delinquent Company. While any Member and a contribution of such sum to Loan is outstanding, the Company by the Delinquent Member pursuant to Section 5.1, 5.2 or 5.3, as appropriate; (ii) The principal balance of such loan shall distribute all Net Cash Flow and all accrued unpaid interest thereon shall be due and payable in whole within thirty days after written demand therefor has been given to the Delinquent Member by the Non-Delinquent Member; (iii) The loan shall bear interest at the Default Interest Rate, from the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid Capital Proceeds otherwise distributable to the Non-Delinquent Member; (iv) All distributions from the Company that would otherwise be made Funding Member under Article 8 directly to the Delinquent Funding Members (pro rata based on the amount of each Member (whether before or after dissolution of the CompanyLoan) shall, instead, be paid prior to any amount being distributed to the Non-Delinquent Member until the loan and all interest accrued thereon have been repaid in full to the Non-Delinquent Member (with all such payments being applied first to interest earned and unpaid and then to principal); provided however, that for purposes of Section 6.4, any amounts Funding Member. Amounts paid directly by the Company to the Non-Delinquent Funding Member shall nevertheless be treated as adjustments to the Delinquent Member's Capital Account; (v) The repayment on account of the loan and all Member Loan (including any interest accrued thereon thereon) under this Section 6.3 shall be secured by a security interest in the Delinquent Member's interest in the Company, as more fully set forth in Section 5.6, and (vi) The Non-Delinquent Member shall have the right, in addition deemed distributions to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equity, to take such action (including, without limitation, the filing of a lawsuit) as the Non-Delinquent Funding Member deem appropriate to obtain payment and payments of the applicable Member Loan by the Delinquent Non-Funding Member of to the Funding Member. Any amounts used to repay such Member Loan shall be applied first to accrued interest therein and then to repay principal balance of such loan and all accrued and unpaid interest thereon, at the cost and expense of the Delinquent Member; (c) Exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 5.6; (d) Dissolving the Company; or (e) Exercising any other rights and remedies available at law or in equityMember Loan.

Failure to Make Contributions. If either a Member fails to contribute timely all or any portion make its entire share of any monetary sum that Additional Capital Contribution, Supplemental Capital Contribution or Preferred Capital Contribution payment required under Section 2.3 and if the other Member (“Non-Defaulting Member”) has, if applicable, made the Capital Contributions required of it has agreed to contribute date under Section 2.3, then the Non-Defaulting Member may give written notice (a “Default Notice”) to the Company pursuant Member failing to make the provisions required contribution (“Defaulting Member”), setting forth the amount of Section 5.1, 5.2 or 5.3 the Company may exercise, by notice to such Member delinquent Capital Contributions (the "Delinquent Member") any one or more of “Deficit Amount”). If the following rights or remedies: (a) Taking such action (including, without limitation, the filing of a lawsuit) as the Members Committee deems appropriate to obtain payment Deficit Amount remains unfunded by the Delinquent Defaulting Member of that portion of its agreed contribution that is in defaultfor more than ten (10) days following a Default Notice, together with interest thereon at then without further notice or action until the Default Interest Rate from the date that such contribution was due until the date that such contribution is made, at the cost and expense of the Delinquent Member; (b) Permitting the other Members that desire to do so (the "Non- Delinquent Members") to advance that portion of the contribution that is in default, with the following results: cured (i) The sum thus advanced distributions to the Members shall be deemed to be a loan from made in accordance with Section 3.2, (ii) the Non-Delinquent Member Defaulting Member’s obligation to the Delinquent Member and a contribution of such sum to the Company by the Delinquent Member pursuant to Section 5.1, 5.2 or 5.3, as appropriate; (ii) The principal balance of such loan and all accrued unpaid interest thereon make further Capital Contributions shall be due terminated, and payable in whole within thirty days after written demand therefor has been given to the Delinquent Member by (iii) the Non-Delinquent Member; (iii) The loan shall bear interest at the Default Interest Rate, from the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid to the Non-Delinquent Member; (iv) All distributions from the Company that would otherwise be made to the Delinquent Member (whether before or after dissolution of the Company) shall, instead, be paid to the Non-Delinquent Member until the loan and all interest accrued thereon have been repaid in full to the Non-Delinquent Member (with all such payments being applied first to interest earned and unpaid and then to principal); provided however, that for purposes of Section 6.4, any amounts paid by the Company to the Non-Delinquent Member shall nevertheless be treated as adjustments to the Delinquent Member's Capital Account; (v) The repayment of the loan and all interest accrued thereon shall be secured by a security interest in the Delinquent Member's interest in the Company, as more fully set forth in Section 5.6, and (vi) The Non-Delinquent Defaulting Member shall have the right, in addition but not the obligation to make further Capital Contributions from time to time required to continue the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equityBusiness Activities of the Company, to take such action (includingwhich aggregate amounts, without limitation, the filing of a lawsuit) as together with any contribution made by the Non-Delinquent Defaulting Member deem appropriate pursuant to obtain payment by the Delinquent Contribution Notice the Defaulting Member of failed to fund, shall be designated Priority Preferred Capital Contributions. The Non-Defaulting Member’s remedies with respect to a Defaulting Member’s failure to contribute a Deficit Amount are limited to the principal balance of such loan consequences specified hereinabove, including the Non-Defaulting Member’s right to make Priority Preferred Capital Contributions, and all accrued and unpaid interest thereon, at to the cost and expense of the Delinquent Member; (c) Exercising remedy specified in Section 7.5. This limitation is not intended to limit the rights of a secured party Member or an Affiliate thereof to pursue any remedies provided under separate guaranties or assurances whether or not related to this Agreement. In the Uniform Commercial Code event a Non-Defaulting Member receives a payment under a separate guaranty reimbursing the Non-Defaulting Member for the contribution of a Deficit Amount with interest, over and above all costs and expenses of collection under such guaranty, such payment will be applied to the Defaulting Member’s Additional Capital Contributions, Supplemental Capital Contributions or Preferred Capital Contributions, as appropriate, and credited toward the payment of the State Non-Defaulting Member’s Priority Preferred Capital Return. 3. Section 5.2(b) is amended to read as follows: Appointment of DelawareRepresentatives. KDC’s initial Representatives are Xxxxxxx X. Xxxxxxxx and Xxxx X. Xxxxxx. DMB’s initial Representatives are Xxxxx X. Xxxx and Xxxx X. Xxxxx. A Representative may be changed effective upon written notice from the Member making the change to the other Member. The Representatives of each Member are authorized to make any decision required of such Member and to vote on behalf of such Member on the Executive Committee. In the event a Member (the “Contributing Member”) receives a financial report disclosing that the Capital Differential attributable to the other Member equals or exceeds $6,000,000, as more fully set forth in Section 5.6; then the Contributing Member shall have the right (dthe “Management Option”) Dissolving to provide upon written notification to the other Member of the Contributing Member’s exercise of its Management Option whereupon (i) the other Member shall become a nonvoting Member of the Company; or , (eii) Exercising any the Executive Committee shall thereafter consist of two Representatives appointed by the Contributing Member and one Representative appointed by the other rights Member, and remedies available at law or in equity(iii) the Contributing Member shall be the sole Managing Member. If the Contributing Member fails to make the written notification within a 30 day period following the receipt of the financial report, the right to exercise the Management Option shall be deemed waived. The Management Option shall be exercisable again on the foregoing terms each time the Capital Differential increases by an additional $6,000,000. KDC shall be the sole Member eligible to exercise the Management Option effective upon the date the aggregate Capital Contributions by KDC have been paid pursuant to Sections 2.3(a), (b) and (c).

Failure to Make Contributions. If either a Member fails does not timely contribute capital when required, that Member shall be in default under this Agreement. In such event, the Controlling Member shall send the defaulting Member written notice of such default, giving it fourteen (14) days from the date such notice is given to contribute timely all or any portion the entire amount of any monetary sum that it has agreed to its required Capital Contribution. If the defaulting Member does not contribute its required capital to the Company pursuant to within said fourteen (14)-day period, the provisions of Section 5.1, 5.2 or 5.3 the Company Controlling Member may exercise, by notice to such Member (the "Delinquent Member") elect any one or more of the following rights or remedies: A. The non-defaulting Members may advance funds to the Company to cover those amounts which the defaulting Member fails to contribute. Amounts which a non-defaulting Member so advances on behalf of the defaulting Member shall become a loan due and owing from the defaulting Member to such non-defaulting Member and bear interest at the rate of ten percent (a10%) Taking per annum, payable monthly. All cash distributions otherwise distributable to the defaulting Member under this Agreement shall instead be paid to the non-defaulting Members making such action (includingadvances until such advances and interest thereon are paid in full. In any event, without limitation, any such advances shall be evidenced by a promissory note in a form reasonably acceptable to the filing of a lawsuit) as the Members Committee deems appropriate to obtain payment Controlling Member and be due and payable by the Delinquent defaulting Member of that portion of its agreed contribution that is in default, together with interest thereon at the Default Interest Rate six (6) months from the date that such contribution advance was due until the date that such contribution is made. Any amounts repaid shall first be applied to interest and thereafter to principal. Effective upon a Member becoming a defaulting Member, at the cost and expense of the Delinquent Member; (b) Permitting the other Members that desire to do so (the "Non- Delinquent Members") to advance that portion of the contribution that is in default, with the following results: (i) The sum thus advanced shall be deemed to be a loan from the Non-Delinquent each Member grants to the Delinquent non-defaulting Members who advance funds under this Section 3.6A a security interest in its Economic Interest to secure its obligation to repay such advances and agrees to execute and deliver a promissory note as described herein together with a security agreement in a form reasonably acceptable to the Controlling Member and a contribution of such sum UCC-1 financing statements as such non-defaulting Members may reasonably request. B. The defaulting Members shall have no right to the Company by the Delinquent Member pursuant to Section 5.1, 5.2 or 5.3, as appropriate; (ii) The principal balance of such loan and all accrued unpaid interest thereon shall be due and payable in whole within thirty days after written demand therefor has been given to the Delinquent Member by the Non-Delinquent Member; (iii) The loan shall bear interest at the Default Interest Rate, from the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid to the Non-Delinquent Member; (iv) All receive any distributions from the Company that would otherwise be made until the non-defaulting Members have first received distributions in an amount equal to the Delinquent additional capital contributed by each non-defaulting Member (whether before or after dissolution of the Company) shall, instead, be paid to the NonCompany plus a cumulative, non-Delinquent Member until compounded return thereon at the loan and all interest accrued thereon have been repaid in full to the Non-Delinquent Member rate of ten percent (with all such payments being applied first to interest earned and unpaid and then to principal); provided however, that for purposes of Section 6.4, any amounts paid by the Company to the Non-Delinquent 10%) per annum. C. The defaulting Member shall nevertheless be treated lose its voting and approval rights under the Act, the Certificate and this Agreement until such time as adjustments to the Delinquent defaulting Member cures the default. D. The Company or the non-defaulting Members may purchase the defaulting Member's Capital Account; (v) The repayment of entire Membership Interest in accordance with the loan same terms and all interest accrued thereon shall be secured by a security interest in the Delinquent Member's interest in the Company, conditions as more fully those set forth in Section 5.6, and (vi) The Non-Delinquent Member 8.1A except that the purchase price shall have the right, in addition be an amount equal to the defaulting Member's Capital Account balance determined as of the date of the notice of election to purchase. Each Member acknowledges and agrees that (i) a default by any Member in making a required Capital Contribution will result in the Company and the non-defaulting Members incurring certain costs and other rights damages in an amount that would be extremely difficult or impractical to ascertain and (ii) the remedies granted described in this Section 3.6 bear a reasonable relationship to it pursuant the damages which the Members estimate may be suffered by the Company and the non-defaulting Members by reason of the failure of a defaulting Member to make any required Capital Contribution and the election of any or all of the above described remedies is not unreasonable under the circumstances existing as of the date hereof. The election of the Controlling Member to pursue any remedy provided in this Agreement Section 3.6 shall not be a waiver or limitation of the right to pursue an additional or different remedy available to it at hereunder or of law or in equity, equity with respect to take such action (including, without limitation, the filing of a lawsuit) as the Non-Delinquent Member deem appropriate to obtain payment by the Delinquent Member of the principal balance of such loan and all accrued and unpaid interest thereon, at the cost and expense of the Delinquent Member; (c) Exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 5.6; (d) Dissolving the Company; or (e) Exercising any other rights and remedies available at law or in equitysubsequent default.

Failure to Make Contributions. If either Member fails to contribute timely all or any portion of any monetary sum that it has agreed to contribute to the Company pursuant to the provisions of Section 5.1, 5.2 or 5.3 the Company may exercise, by notice to such Member (the "Delinquent Member") any one or more of the following rights or remedies: (a) Taking such action (including, without limitation, In the filing event of a lawsuitfailure (x) as the Members Committee deems appropriate to obtain payment by the Delinquent Member of that portion of its agreed contribution that is in default, together with interest thereon at the Default Interest Rate from the date that such contribution was due until the date that such contribution is made, at the cost and expense of the Delinquent Member; (b) Permitting the other Members that desire to do so (the "Non- Delinquent Members") to advance that portion of the contribution that is in default, with the following results: (i) The sum thus advanced shall be deemed to be a loan from the Non-Delinquent any Member to the Delinquent contribute any Capital Contributions required by Section 6.2, or (y) by SIP Member and a contribution of such sum to the Company contribute any Construction Cost Overrun Contributions required by the Delinquent Member pursuant to Section 5.16.3, 5.2 or 5.3, as appropriate; (ii) The principal balance of such loan and all accrued unpaid interest thereon shall be due and payable in whole within thirty days after written demand therefor has been given to the Delinquent Member by the Non-Delinquent Member; (iii) The loan shall bear interest at the Default Interest Rate, from the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid to the Non-Delinquent Member; (iv) All distributions from the Company that would otherwise be made to the Delinquent Member (whether before or after dissolution of the Company) shall, instead, be paid to the Non-Delinquent Member until the loan and all interest accrued thereon have been repaid in full to the Non-Delinquent Member (with all such payments being applied first to interest earned and unpaid and then to principal); provided however, that for purposes of Section 6.4, any amounts paid by the Company to the Non-Delinquent Member shall nevertheless be treated as adjustments to the Delinquent Member's Capital Account; (v) The repayment of the loan and all interest accrued thereon shall be secured by a security interest in the Delinquent Member's interest in the Company, as more fully set forth in Section 5.6, and (vi) The Non-Delinquent Member shall have the right, in addition to the any other rights and remedies granted to it pursuant to this Agreement of the Members hereunder or available to it arising at law or in equity, to take then, provided the other Member shall have made its corresponding Capital Contribution, such action refusal or failure shall constitute a default by the non-contributing Member (includingthe “Non-Contributing Member”), without limitation, and the filing other non-defaulting Member (the “Contributing Member”) may advance all or a portion of a lawsuit) as the Non-Delinquent Contributing Member’s unpaid Capital Contribution to the Company on behalf of the Non-Contributing Member deem appropriate to obtain payment (together with the Capital Contribution made by the Delinquent Contributing Member on behalf of itself, a “Capital Advance”). (1) In the event any Contributing Member elects to make a Capital Advance pursuant to this Section, then the Capital Advance shall be treated as a loan by the Contributing Member to the Non-Contributing Member, payable on demand. Each Capital Advance shall bear interest until paid at an annual rate equal to the Default Rate. (2) To the extent not repaid directly by the Non-Contributing Member, the Capital Advance shall be repaid out of any subsequent distributions made by the Company pursuant to this Agreement to which the Non-Contributing Member for whose account the Capital Advance was made would otherwise be entitled under this Agreement (including fees and reimbursable amounts payable hereunder by the Non-Contributing Member or any Affiliate of the principal balance Non-Contributing Member) prior to any other distributions being made to the Non-Contributing Member (but such distributions, fees or reimbursements actually paid to the Contributing Member shall nonetheless constitute distributions, fees or reimbursements, as applicable, to the Non-Contributing Member for purposes of this Agreement), and such loan and all payments shall be applied first to the payment of accrued and but unpaid interest thereon, at on each such obligation and then to the cost and expense payment of the Delinquent Member;outstanding principal, until the Capital Advance is paid in full. (c3) Exercising Each Member hereby grants to the other Members and the Company, equally and ratably, a security interest in its Membership Interest to secure repayment of any Capital Advance upon demand. Upon any default in the repayment of any Capital Advance upon demand, the Contributing Member making such Capital Advance shall have all the rights and remedies of a secured party under the Uniform Commercial Code with respect to the security interest granted herein, and the proceeds arising from any foreclosure of the State of Delaware, as more fully set forth security interest herein granted may be applied to attorneys’ fees and expenses incurred by the Contributing Member in Section 5.6; (d) Dissolving the Company; or (e) Exercising any other exercising such rights and remedies available at law remedies. Each Member shall execute and deliver to the other Members and to the Company all such financing statements and other instruments as may be requested by the other Members to evidence the security interest provided for herein. This Agreement may serve as the necessary financing statement, or in equitythe Contributing Member may execute and file a financing statement on behalf of the Non-Contributing Member, and the Non-Contributing Member hereby appoints the Contributing Member as its attorney-in-fact to execute such financing statements and other instruments as may be necessary to evidence or continue the perfection of the security interest herein granted. Such power of attorney is coupled with an interest and is irrevocable.

Failure to Make Contributions. (a) If either any Member fails to contribute timely all or any portion of any monetary sum that it has agreed to contribute make its Member contribution to the Company pursuant to Trust within thirty (30) business days after the provisions of Section 5.1date on which they are due, 5.2 or 5.3 the Company may exercise, by notice to such Member (the "Delinquent Member") any one or more of the following rights or remedies: (a) Taking such action (including, without limitation, the filing of a lawsuit) as the Members Committee deems appropriate to obtain payment by the Delinquent Member of that portion of its agreed contribution that is in default, together with contributions shall bear interest thereon at the Default Interest Rate from the date that due at the rate of return for the current Prime rate set on the date when such contribution was first due until the date that such contribution is madeplus one percent (1%), at the cost and expense of the Delinquent Member;compounded monthly. (b) Permitting the Any other Members that desire to do so (the "Non- Delinquent Members") to advance that portion of the contribution that is in defaultMember may, with the following resultsconsent of the Administrator, make the contribution on behalf of the delinquent Member and, such amount shall become a debt of the delinquent Member to the contributing Member. (c) The Board of Trustees has the right, upon an affirmative vote of a majority of seated Trustees, with any Trustees from a Member in default excluded from the vote, should the delinquent Member not cure the delinquency within thirty (30) calendar days after the Administrator provides written notice to the Member of its delinquency, to terminate: (i1) The sum thus advanced shall be deemed to be a loan from such Member’s participation in the Non-Delinquent Member to the Delinquent Member Plan and a contribution of such sum to the Company by the Delinquent Member pursuant to Section 5.1, 5.2 or 5.3, as appropriate; (ii) The principal balance of such loan and all accrued unpaid interest thereon shall be due and payable in whole within thirty days after written demand therefor has been given to the Delinquent Member by the Non-Delinquent Member; (iii) The loan shall bear interest Pool at the Default Interest Rate, from end of an additional thirty (30) calendar day notice period or the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid to the Non-Delinquent Member; (iv) All distributions from the Company that would otherwise be made to the Delinquent Member (whether before or after dissolution end of the Company) shall, instead, be paid to the Non-Delinquent Member until the loan and all interest accrued thereon have been repaid in full to the Non-Delinquent Member (with all such payments being applied first to interest earned and unpaid and then to principal); provided however, that for purposes of Section 6.4, any amounts paid by the Company to the Non-Delinquent Member shall nevertheless be treated as adjustments to the Delinquent Member's Capital Account; (v) The repayment Plan year of the loan and all interest accrued thereon shall be secured by a security interest in the Delinquent Member's interest in the Company’s delinquency, as more fully set forth in Section 5.6if earlier, if such delinquency is not cured, and (vi2) The Non-Delinquent upon such termination, no claims submitted by Participants of the delinquent Member shall have the right, in addition for benefits subsequent to the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equitydate of the termination, to take such action (including, without limitation, the filing of a lawsuit) as the Non-Delinquent Member deem appropriate to obtain payment shall be paid by the Delinquent Member of the principal balance of such loan and all accrued and unpaid interest thereon, at the cost and expense of the Delinquent Member; (c) Exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully set forth in Section 5.6;Trust. (d) Dissolving The Board of Trustees also has the Company; orright, upon an affirmative vote of a majority of seated Trustees, with any Trustees from the Member in default excluded from the vote, to notify the Participants of such delinquent Member that such Member’s participation in the Plan and Pool has been or will be terminated. (e) Exercising any other rights and remedies available at law or in equityNothing herein, however, shall relieve the delinquent Member of its responsibility for benefits payable to its Participants.

Failure to Make Contributions. If either a Member fails to contribute timely all or any portion make its entire share of any monetary sum that Additional Capital Contribution, Supplemental Capital Contribution or Preferred Capital Contribution payment required under Section 2.3 and if the other Member (“Non-Defaulting Member”) has, if applicable, made the Capital Contributions required of it has agreed to contribute date under Section 2.3, then the Non-Defaulting Member may give written notice (a “Default Notice”) to the Company pursuant Member failing to make the provisions required contribution (“Defaulting Member”), setting forth the amount of Section 5.1, 5.2 or 5.3 the Company may exercise, by notice to such Member delinquent Capital Contributions (the "Delinquent Member") any one or more of “Deficit Amount”). If the following rights or remedies: (a) Taking such action (including, without limitation, the filing of a lawsuit) as the Members Committee deems appropriate to obtain payment Deficit Amount remains unfunded by the Delinquent Defaulting Member of that portion of its agreed contribution that is in defaultfor more than ten (10) days following a Default Notice, together with interest thereon at then without further notice or action until the Default Interest Rate from the date that such contribution was due until the date that such contribution is made, at the cost and expense of the Delinquent Member; (b) Permitting the other Members that desire to do so (the "Non- Delinquent Members") to advance that portion of the contribution that is in default, with the following results: cured (i) The sum thus advanced the Defaulting Member shall be deemed to be become a loan from nonvoting Member of the Non-Delinquent Member to the Delinquent Member and a contribution of such sum to the Company by the Delinquent Member pursuant to Section 5.1Company, 5.2 or 5.3, as appropriate; (ii) The principal balance the Executive Committee shall thereafter consist of such loan and all accrued unpaid interest thereon shall be due and payable in whole within thirty days after written demand therefor has been given to the Delinquent Member two Representatives appointed by the Non-Delinquent Defaulting Member and one Representative appointed by the Defaulting Member; , (iii) The loan shall bear interest at the Default Interest Rate, from the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid to the Non-Delinquent Defaulting Member shall be the sole Managing Member; , (iv) All distributions from to the Company that would otherwise Members shall be made to the Delinquent Member in accordance with Section 3.2, (whether before or after dissolution of the Companyv) shall, instead, be paid to the Non-Delinquent Member until the loan Defaulting Member’s obligation to make further Capital Contributions shall be terminated, and all interest accrued thereon have been repaid in full to (vi) the Non-Delinquent Member (with all such payments being applied first to interest earned and unpaid and then to principal); provided however, that for purposes of Section 6.4, any amounts paid by the Company to the Non-Delinquent Member shall nevertheless be treated as adjustments to the Delinquent Member's Capital Account; (v) The repayment of the loan and all interest accrued thereon shall be secured by a security interest in the Delinquent Member's interest in the Company, as more fully set forth in Section 5.6, and (vi) The Non-Delinquent Defaulting Member shall have the right, in addition but not the obligation to make further Capital Contributions from time to time required to continue the other rights and remedies granted to it pursuant to this Agreement or available to it at law or in equityBusiness Activities of the Company, to take such action (includingwhich aggregate amounts, without limitation, the filing of a lawsuit) as together with any contribution made by the Non-Delinquent Defaulting Member deem appropriate pursuant to obtain payment by the Delinquent Contribution Notice the Defaulting Member of failed to fund, shall be designated Priority Preferred Capital Contributions. The Non-Defaulting Member’s remedies with respect to a Defaulting Member’s failure to contribute a Deficit Amount are limited to the principal balance of such loan consequences specified hereinabove, including the Non-Defaulting Member’s right to make Priority Preferred Capital Contributions, and all accrued and unpaid interest thereon, at to the cost and expense of the Delinquent Member; (c) Exercising remedy specified in Section 7.5. This limitation is not intended to limit the rights of a secured party Member or an Affiliate thereof to pursue any remedies provided under separate guaranties or assurances whether or not related to this Agreement. In the Uniform Commercial Code event a Non-Defaulting Member receives a payment under a separate guaranty reimbursing the Non-Defaulting Member for the contribution of a Deficit Amount with interest, over and above all costs and expenses of collection under such guaranty, such payment will be applied to the Defaulting Member’s Additional Capital Contributions, Supplemental Capital Contributions or Preferred Capital Contributions, as appropriate, and credited toward the payment of the State of Delaware, as more fully set forth in Section 5.6; (d) Dissolving the Company; or (e) Exercising any other rights and remedies available at law or in equityNon-Defaulting Member’s Priority Preferred Capital Return.

Failure to Make Contributions. If either Member fails to contribute timely all or any portion of any monetary sum that it has agreed to contribute to the Company pursuant to the provisions of Section 5.1(a) If, 5.2 or 5.3 the Company may exercise, by notice to such Member (the "Delinquent Member") after having received any one or more Reserve Funding Loans and Cushion Loans in an amount equal to the Reserve Funding Loan Cap and Cushion Loan Cap, respectively, Network Sub is unable to make, whether in whole or in part, any Additional Contribution or Reserve Contribution (a “Contribution Deficiency” and the Dollar amount of any such Contribution Deficiency, the “Deficiency Amount”), then (i) neither Centene nor Centene Sub shall have any further obligation to loan funds to Network Sub for purposes of funding such Additional Contribution or Reserve Contribution, as applicable; and (ii) to the extent that Centene Sub has properly made its Additional Contribution or Reserve Contribution, as applicable, in addition to contributing all or any part of the following rights Deficiency Amount, Centene Sub shall be entitled to the receipt of additional Class B Units to account for the contribution by Centene Sub of the Deficiency Amount (the “Dilutive Units”). For the avoidance of doubt, Centene Sub shall not be entitled to any Dilutive Units solely as a result of its Additional Contribution or remedies: (a) Taking Reserve Contribution, as applicable. The terms and amount of any such action (includingissuance of Dilutive Units to Centene Sub shall be determined by the Financial Matters Committee in its absolute and sole discretion; provided, without limitationhowever, that the Company shall cause the Financial Matters Committee to provide the Company and the Partners with a Fairness Opinion in connection therewith. In the event that, as set forth in any such Fairness Opinion, the filing number of Dilutive Units intended to be issued to Centene Sub is determined to be unfair or inequitable, then the total number of Dilutive Units to be issued to Centene Sub shall, as applicable, be increased or reduced to a lawsuitnumber that complies with the findings set forth in such Fairness Opinion. In no event shall the total number of Dilutive Units issued to Centene Sub in accordance with the provisions of this Section 6.5(a) as the Members Committee deems appropriate result in a reduction of Network Sub’s Percentage Interest to obtain payment by the Delinquent Member of that portion of its agreed contribution that is in default, together with interest thereon at the Default Interest Rate from the date that such contribution was due until the date that such contribution is made, at the cost and expense of the Delinquent Member;a number below ten percent (10%) (“Maximum Dilution”). (b) Permitting In the other Members event that desire Network Sub has incurred Maximum Dilution, then any determination with respect to do so the need for any further capital contributions to the Company in order to fund operating losses incurred by PlanCo and the NC Health Plan or in order to meet and maintain a target surplus at the three hundred percent (300%) risk based capital ratio level shall be made in good faith within the "Non- Delinquent Members") sole and absolute discretion of Centene Sub. In the event that Centene Sub makes a good faith determination that any such contributions are needed, it shall provide written notice to advance that portion of the contribution that is in default, with the following results: Company and Network Sub (an “Extraordinary Contribution Notice”). Any such Extraordinary Contribution Notice shall identify (i) The sum thus advanced shall be deemed the amount of funds being requested (the “Extraordinary Contribution Amount”); and (ii) the date on which such funds are to be a loan from the Non-Delinquent Member to the Delinquent Member and a contribution of such sum contributed to the Company and subsequently contributed by the Delinquent Member pursuant Company to Section 5.1PlanCo (provided that such date shall be at least ten (10) Business Days following Network Sub’s receipt of the Extraordinary Contribution Notice). Upon receipt of an Extraordinary Contribution Notice, 5.2 each Partner shall, at the time specified in the Extraordinary Contribution Notice, make a contribution to the Company in an amount equal to the product of such Partner’s Percentage Interest multiplied by the Extraordinary Contribution Amount (for each Partner, an “Extraordinary Contribution” and collectively, the “Extraordinary Contributions”) and the Company shall contribute such funds to PlanCo promptly upon receipt. (c) In the event that Network Sub is unable to make any Extraordinary Contribution, whether in whole or 5.3in part, then, to the extent that Centene or Centene Sub has properly made its Extraordinary Contribution, such Extraordinary Contribution (a “Preferred Contribution”) may be characterized as appropriate; (i) a loan by Centene or Centene Sub to the Company or directly to PlanCo (the “Preferred Debt”); or (ii) The principal balance an equity contribution by Centene or Centene Sub to the Company or directly to PlanCo. To the extent that a Preferred Contribution made by Centene or Centene Sub is characterized as an equity contribution, then Centene Sub shall be entitled to receive Preferred Units or PlanCo Preferred Stock, as applicable. In any case, whether a Preferred Contribution made by Centene or Centene Sub is treated as Preferred Debt or equity, such Preferred Contribution shall be returned to Centene or Centene Sub, as applicable, in full, with interest or a form of preferred return (as applicable), at a floating rate equal to the Three (3)-Month USD LIBOR plus eight hundred basis points (8.00%). In addition to the foregoing, in the event (and only in the event) that Network Sub fails to make an Extraordinary Contribution and a Preferred Contribution results therefrom, until such time as Centene or Centene Sub, as applicable, has been repaid any and all Preferred Contributions (including any interest or preferred return payable in connection therewith) in full, Network Sub shall not be entitled to the receipt of any distributions of any kind from the Company, and all such distributions to which Network Sub would have otherwise been entitled shall be paid to Centene or Centene Sub, as applicable, in satisfaction of such loan Preferred Contributions. For clarity, this Section 6.5(c) will not restrict or delay the payment of any amounts due to Network Sub pursuant to the Network Sub Services Agreement. (d) The Parties hereby acknowledge and agree that any and all accrued unpaid interest thereon shall be due and payable in whole within thirty days after written demand therefor has been given determinations with respect to (i) the Delinquent Member by the Non-Delinquent Member; characterization of a Preferred Contribution as debt or equity; (iiiii) The loan shall bear interest at the Default Interest Rate, from the date that the loan was made until the date that such loan, together with all interest accrued thereon, is repaid to the Non-Delinquent Member; (iv) All distributions from the Company that would otherwise whether a Preferred Contribution should be made to the Delinquent Member Company or directly to PlanCo; (whether before iii) the number of Preferred Units or after dissolution shares of PlanCo Preferred Stock (if any) to be issued to Centene Sub in connection with a Preferred Contribution and the Companyrights, privileges and preferences attached to such Preferred Units or shares of PlanCo Preferred Stock; and (iv) shallthe terms under which any Preferred Contribution will be repaid to Centene or Centene Sub, instead, be paid as applicable (to the Non-Delinquent Member until the loan and all interest accrued thereon have been repaid in full to the Non-Delinquent Member (with all such payments being applied first to interest earned and unpaid and then to principal); provided however, that for purposes of Section 6.4, any amounts paid by the Company to the Non-Delinquent Member shall nevertheless be treated as adjustments to the Delinquent Member's Capital Account; (v) The repayment of the loan and all interest accrued thereon shall be secured by a security interest in the Delinquent Member's interest in the Company, as more fully extent not expressly set forth in Section 5.66.5(c)), and (vi) The Non-Delinquent Member shall have the rightshall, in addition each case, be made within the sole and absolute discretion of the Financial Matters Committee; provided, however, that the Company shall cause the Financial Matters Committee to provide the other rights Company and remedies granted to it pursuant to this Agreement or available to it at law or the Partners with a Fairness Opinion in equityconnection therewith and, to take such action (including, without limitationas necessary, the filing of a lawsuit) as the Non-Delinquent Member deem appropriate to obtain payment by the Delinquent Member determinations of the principal balance of such loan and all accrued and unpaid interest thereon, at Financial Matters Committee shall be adjusted so as to comply with the cost and expense of the Delinquent Member; (c) Exercising the rights of a secured party under the Uniform Commercial Code of the State of Delaware, as more fully findings set forth in Section 5.6; (d) Dissolving the Company; or (e) Exercising any other rights and remedies available at law or in equitysuch Fairness Opinion.