Common use of Failure to Make Contributions Clause in Contracts

Failure to Make Contributions. If a Member fails to timely contribute all or any portion of an Additional Capital Contribution (such Member, a “Non-Funding Member”) and such default is not cured within 10 days notice of the date such Additional Capital Contribution was due, then the other Members shall have the option, in proportion to their Capital Sharing Ratios or in such other percentages as they may agree (the “Funding Members”) to advance that portion of the Additional Capital Contribution that the Non-Funding Member has failed to timely contribute (a) as an Additional Capital Contribution by such Funding Members, with a corresponding dilution to the Non-Funding Member’s Capital Sharing Ratio (such dilution to be on a 1.25:1 basis), or (b) 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 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-Funding Member to the Company. Any such non-recourse loan shall be repaid in full directly by the Company on behalf of the Non-Funding Member to the Funding Member from Net Cash Flow and Capital Proceeds otherwise distributable to the Non-Funding Member under Article 8 prior to any amount being distributed to such Non-Funding Member. Amounts paid directly by the Company to the Funding Member on account of a Member Loan shall be deemed distributions to the Non-Funding Member. Any Amounts used to repay such Member Loan shall be applied first to accrued interest therein and then to repay principal of such Member Loan.

Failure to Make Contributions. If (a) If, 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 Member fails “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 timely contribute 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 portion of an Additional Capital Contribution (such Member, a “Non-Funding Member”) and such default is not cured within 10 days notice part of the date 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 Reserve Contribution, as applicable. The terms and amount of any such Additional Capital Contribution was dueissuance of Dilutive Units to Centene Sub shall be determined by the Financial Matters Committee in its absolute and sole discretion; provided, however, 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 number of Dilutive Units intended to be issued to Centene Sub is determined to be unfair or inequitable, then the other Members shall have total number of Dilutive Units to be issued to Centene Sub shall, as applicable, be increased or reduced to a number that complies with the option, in proportion to their Capital Sharing Ratios or findings set forth in such other percentages as they may agree (Fairness Opinion. In no event shall the “Funding Members”) total number of Dilutive Units issued to advance that portion of the Additional Capital Contribution that the Non-Funding Member has failed to timely contribute (a) as an Additional Capital Contribution by such Funding Members, with a corresponding dilution to the Non-Funding Member’s Capital Sharing Ratio (such dilution to be on a 1.25:1 basis), or (b) as a loan (each, a “Member Loan”) Centene Sub in accordance with the provisions of this Article. Any amounts funded by Section 6.5(a) result in a Funding Member on behalf reduction of Network Sub’s Percentage Interest to a Non-Funding Member as a Member Loan shall be made directly to the Company, but shall be treated as a non-recourse number below ten percent (except to the extent of the Non-Funding Member’s Interest10%) 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-Funding Member to the Company. Any such non-recourse loan shall be repaid in full directly by the Company on behalf of the Non-Funding Member to the Funding Member from Net Cash Flow and Capital Proceeds otherwise distributable to the Non-Funding Member under Article 8 prior to any amount being distributed to such Non-Funding Member. Amounts paid directly by the Company to the Funding Member on account of a Member Loan shall be deemed distributions to the Non-Funding Member. Any Amounts used to repay such Member Loan shall be applied first to accrued interest therein and then to repay principal of such Member Loan(“Maximum Dilution”).

Failure to Make Contributions. If a Member fails to timely contribute all or make its entire share of any portion of an Additional Capital Contribution, Supplemental Capital Contribution or Preferred Capital Contribution payment required under Section 2.3 and if the other Member (such Member, a “Non-Funding Defaulting Member”) and such default is not cured within 10 days notice has, if applicable, made the Capital Contributions required of the it to date such Additional Capital Contribution was dueunder Section 2.3, then the other Non-Defaulting Member may give written notice (a “Default Notice”) to the Member failing to make the required contribution (“Defaulting Member”), setting forth the amount of the delinquent Capital Contributions (the “Deficit Amount”). If the Deficit Amount remains unfunded by the Defaulting Member for more than ten (10) days following a Default Notice, then without further notice or action until the Default is cured (i) distributions to the Members shall be made in accordance with Section 3.2, (ii) the Non-Defaulting Member’s obligation to make further Capital Contributions shall be terminated, and (iii) the Non-Defaulting Member shall have the optionright, in proportion but not the obligation to their make further Capital Sharing Ratios or in such other percentages as they may agree (Contributions from time to time required to continue the “Funding Members”) to advance that portion Business Activities of the Additional Capital Contribution that Company, which aggregate amounts, together with any contribution made by the Non-Funding Defaulting Member has pursuant to the Contribution Notice the Defaulting Member failed to timely 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) as an Additional Capital Contribution by such Funding Membersa Deficit Amount are limited to the consequences specified hereinabove, with a corresponding dilution to including the Non-Funding Defaulting Member’s right to make Priority Preferred Capital Sharing Ratio (such dilution Contributions, and to be on the remedy specified in Section 7.5. This limitation is not intended to limit the rights of a 1.25:1 basis), Member or (b) as a loan (each, a “Member Loan”) in accordance with an Affiliate thereof to pursue any remedies provided under separate guaranties or assurances whether or not related to this Agreement. In the provisions of this Article. Any amounts funded by a Funding Member on behalf of event a Non-Funding Defaulting Member as receives a payment under a separate guaranty reimbursing the Non-Defaulting Member Loan shall 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 made directly applied to the CompanyDefaulting Member’s Additional Capital Contributions, but shall be treated Supplemental Capital Contributions or Preferred Capital Contributions, as a non-recourse (except to appropriate, and credited toward the extent payment of the Non-Funding Defaulting Member’s Interest) demand loan made by the Funding Member to the Non-Funding Member, bearing interest at the Interest Rate, and a Priority Preferred Capital Contribution of the amount of such loan from the Non-Funding Member to the Company. Any such non-recourse loan shall be repaid in full directly by the Company on behalf of the Non-Funding Member to the Funding Member from Net Cash Flow and Capital Proceeds otherwise distributable to the Non-Funding Member under Article 8 prior to any amount being distributed to such Non-Funding Member. Amounts paid directly by the Company to the Funding Member on account of a Member Loan shall be deemed distributions to the Non-Funding Member. Any Amounts used to repay such Member Loan shall be applied first to accrued interest therein and then to repay principal of such Member LoanReturn.

Failure to Make Contributions. If a Member fails to timely contribute all or make its entire share of any portion of an Additional Capital Contribution, Supplemental Capital Contribution or Preferred Capital Contribution payment required under Section 2.3 and if the other Member (such Member, a “Non-Funding Defaulting Member”) and such default is not cured within 10 days notice has, if applicable, made the Capital Contributions required of the it to date such Additional Capital Contribution was dueunder Section 2.3, then the other Non-Defaulting Member may give written notice (a “Default Notice”) to the Member failing to make the required contribution (“Defaulting Member”), setting forth the amount of the delinquent Capital Contributions (the “Deficit Amount”). If the Deficit Amount remains unfunded by the Defaulting Member for more than ten (10) days following a Default Notice, then without further notice or action until the Default is cured (i) the Defaulting Member shall become a nonvoting Member of the Company, (ii) the Executive Committee shall thereafter consist of two Representatives appointed by the Non-Defaulting Member and one Representative appointed by the Defaulting Member, (iii) the Non-Defaulting Member shall be the sole Managing Member, (iv) distributions to the Members shall be made in accordance with Section 3.2, (v) the Non-Defaulting Member’s obligation to make further Capital Contributions shall be terminated, and (vi) the Non-Defaulting Member shall have the optionright, in proportion but not the obligation to their make further Capital Sharing Ratios or in such other percentages as they may agree (Contributions from time to time required to continue the “Funding Members”) to advance that portion Business Activities of the Additional Capital Contribution that Company, which aggregate amounts, together with any contribution made by the Non-Funding Defaulting Member has pursuant to the Contribution Notice the Defaulting Member failed to timely 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) as an Additional Capital Contribution by such Funding Membersa Deficit Amount are limited to the consequences specified hereinabove, with a corresponding dilution to including the Non-Funding Defaulting Member’s right to make Priority Preferred Capital Sharing Ratio (such dilution Contributions, and to be on the remedy specified in Section 7.5. This limitation is not intended to limit the rights of a 1.25:1 basis), Member or (b) as a loan (each, a “Member Loan”) in accordance with an Affiliate thereof to pursue any remedies provided under separate guaranties or assurances whether or not related to this Agreement. In the provisions of this Article. Any amounts funded by a Funding Member on behalf of event a Non-Funding Defaulting Member as receives a payment under a separate guaranty reimbursing the Non-Defaulting Member Loan shall 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 made directly applied to the CompanyDefaulting Member’s Additional Capital Contributions, but shall be treated Supplemental Capital Contributions or Preferred Capital Contributions, as a non-recourse (except to appropriate, and credited toward the extent payment of the Non-Funding Defaulting Member’s Interest) demand loan made by the Funding Member to the Non-Funding Member, bearing interest at the Interest Rate, and a Priority Preferred Capital Contribution of the amount of such loan from the Non-Funding Member to the Company. Any such non-recourse loan shall be repaid in full directly by the Company on behalf of the Non-Funding Member to the Funding Member from Net Cash Flow and Capital Proceeds otherwise distributable to the Non-Funding Member under Article 8 prior to any amount being distributed to such Non-Funding Member. Amounts paid directly by the Company to the Funding Member on account of a Member Loan shall be deemed distributions to the Non-Funding Member. Any Amounts used to repay such Member Loan shall be applied first to accrued interest therein and then to repay principal of such Member LoanReturn.