Common use of Member Loan Clause in Contracts

Member Loan. Subject to Section 2.3.1.12, if additional funds are necessary for the Company to meet its current or projected financial requirements and/or in lieu of obtaining Additional Capital Contributions from the Members, the Managing Member may deliver written notice of such actual or projected cash deficit to the Members. Within ten (10) business days following the effective date of such notice, each Member shall have the right, but not the obligation, to advance to the Company, in cash, an amount equal to such necessary funds. Any and all advances made by any lending Member to the Company pursuant to this Section 3.2 shall be treated as a loan (“Member Loan”) with recourse only to the assets of the Company (but without recourse to the assets of any Member). If more than one (1) Member desires to make a loan to the Company in accordance with the provisions of this Section 3.2, then such lending Members shall be entitled to advance the necessary funds to the Company in proportion to their respective Investor Member Percentage Interests (or in such other proportion as such lending Members may otherwise agree). Any and all Member Loans made to the Company by any Member pursuant to this Section 3.2 shall bear interest at the lesser of (i) six percent (6%), adjusted and compounded annually during the term of such loan(s), or (ii) the maximum nonusurious rate then permitted by law for such loan(s), and such loan(s) shall be due and payable solely from the cash proceeds of the Company. The repayment of any Member Loans made pursuant to this Section 3.2 shall be made prior to any other distributions to the Members pursuant to Section 3.5; provided that if the Member Loans replace acquisition financing for the Property and are paid current in accordance with their terms, the Company may continue to make distributions pursuant to Section 3.5 before such Member Loans are repaid in full. Accordingly, notwithstanding the provisions of Section 3.4, and subject to the preceding sentence, until any and all Member Loans made pursuant to this Section 3.2 are repaid in full, the Members shall draw no further distributions from the Company and all cash or property otherwise distributable with respect to the interests of the Members shall be paid to the lending Member(s) in proportion to, and as a reduction of the outstanding balance(s) of any such loan(s), with such funds being applied first to reduce any interest accrued thereon, and then to reduce the principal amount thereof.

Member Loan. Subject (i) In the event of any Deficiency described in Section 3.2, the Contributing Member may deliver a notice (a “Member Loan Notice”) to the Non-Contributing Member of its intention to make a Member Loan pursuant to this Section 2.3.1.12, if additional funds are necessary for the Company 3.3 or to meet its current or projected financial requirements and/or in lieu of obtaining make Additional Capital Contributions from which entitle the Members, the Managing Contributing Member may deliver written notice of such actual or projected cash deficit to the Membersan Additional LP Return pursuant to Section 3.7. Within ten (10) business days following the effective date of such notice, each The Contributing Member shall have the right, but not the obligation, to advance to the Company, in cash, an amount equal to such necessary funds. Any and all advances made by any lending Member to the Company pursuant to this Section 3.2 shall be treated as make a loan (a “Member Loan”) with recourse only to the assets Non-Contributing Member in an amount equal to the Deficiency at any time after the tenth (10th) day following the delivery of a Member Loan Notice provided that such Non-Contributing Member has not funded such Deficiency prior to the making of such Member Loan. If a Member Loan shall be made in accordance with this subsection 3.3(a), the Contributing Member shall notify the Non- Contributing Member of the Company (but without recourse amount and date of the Member Loan, and the Capital Account of the Non-Contributing Member shall be credited to reflect the assets payment of any Member). If more than one (1) the proceeds of the Member desires to make a loan Loan to the Company in accordance on behalf of the Non-Contributing Member (each such contribution being hereinafter referred to as a “Member Loan Contribution”). Each Member Loan shall be deemed to be made to the Non-Contributing Member, with the provisions proceeds of this Section 3.2, then such lending Members shall be entitled to advance the necessary funds to the Company in proportion to their respective Investor each Member Percentage Interests (or in such other proportion as such lending Members may otherwise agree). Any and all Member Loans made Loan being delivered to the Company by any the Contributing Member pursuant making same in immediately available funds on such Non-Contributing Member’s behalf. A Member Loan shall be deemed to this Section 3.2 shall have been advanced on the date actually advanced. Each Member Loan will, to the fullest extent permitted by law, bear interest at an annual rate, determined daily and compounded monthly, equal to the lesser of (i) six percent (6%), adjusted and compounded annually during 15% or the term of such loan(s), or (ii) the maximum nonusurious highest rate then permitted by law for if such loan(s), rate is not 15% and such loan(s) shall will be due and payable solely not later than six (6) months from the cash proceeds of the Companydate such Member Loan is made (“Member Loan Maturity Date”). The repayment of any A Contributing Member Loans made pursuant to this Section 3.2 shall be made prior to any other distributions to the Members pursuant to Section 3.5; provided that if making a Member Loan (“Lending Member”) may extend the Member Loans replace acquisition financing for the Property and are paid current Loan Maturity Date in accordance with their terms, the Company may continue to make distributions pursuant to Section 3.5 before such Member Loans are repaid in fullits sole discretion. Accordingly, notwithstanding the provisions of Section 3.4, and subject to the preceding sentence, until any and all Member Loans made pursuant to this Section 3.2 are repaid in full, the Members shall draw no further distributions from the Company and all cash or property otherwise distributable with respect to the interests of the Members shall be paid to the lending Member(s) in proportion to, and as a reduction of the outstanding balance(s) of any such loan(s), with such funds being applied first to reduce any interest accrued thereon, and then to reduce the principal amount thereof.- 15 - Caliber/Encore: Behavioral Health JV Op Agreement

Member Loan. Subject If the Contributing Member elects to make a Member Loan, then the Member Loan shall bear interest compounded monthly at the annual rate equal to the greater of (x) eighteen percent (18%) or (y) twelve percent (12%) plus the “prime” or “base” rate of interest of commercial lending announced from time to time by Bank of America (or a reasonably equivalent financial institution selected by the Contributing Member). Notwithstanding the foregoing, in no event shall the interest rate imposed pursuant to the foregoing sentence exceed the maximum rate permitted by law at the time the Member Loan is made. A Non-Contributing Member may pre-pay an outstanding Member Loan to it in full or in part with all accrued interest at any time. To the extent that any Member Loans are outstanding, all amounts otherwise distributable to the Non-Contributing Member under Section 2.3.1.125.1 hereof shall instead be distributed directly to the Contributing Member(s) as deemed distributions to the Non-Contributing Member followed by deemed payments of accrued interest and principal (first applied to interest and then to principal) on all outstanding Member Loans by the Non-Contributing Member to the Contributing Member(s) until all such Member Loans have been repaid in full. If a Member has multiple Member Loans outstanding at any given time, if additional funds are necessary the order of priority of such Member Loans shall be based on the seniority in ages of such Member Loans (i.e., the Member Loan that has been outstanding for the Company to meet its current or projected financial requirements and/or in lieu longest amount of obtaining Additional Capital Contributions from the Members, the Managing Member may deliver written notice of such actual or projected cash deficit to the Members. Within ten (10) business days following the effective date of such notice, each Member time shall have the righthighest priority and the Member Loan that has been outstanding for the least amount of time shall have the lowest priority). If any Member shall make a Member Loan, any such loan will not increase such Member’s Percentage Interest and will not be added to the Capital Account of such Member, but not will constitute a Capital Contribution by the obligationNon-Contributing Member funded by the Member Loan. At any time after the Contributing Member elects to convert a Member Loan (with accrued interest) to a Voluntary Additional Capital Contribution in accordance with Section 3.2(e) or Section 3.3(a) above, to advance to the Company, in cash, an amount equal to such necessary funds. Any and all advances made by any lending Non-Contributing Member to the Company pursuant to this Section 3.2 shall be treated as a loan satisfying its obligations under the Member Loan (“Member Loan”) with recourse only to the assets extent of the Company (but without recourse such Voluntary Additional Capital Contribution) by transferring a portion of its Membership Interest to the assets of any Member). If more than one (1) Contributing Member desires to make a loan to the Company in accordance with the provisions of this Section 3.23.3(c) below, then such lending Members the Voluntary Additional Capital Contribution shall be entitled to advance the necessary funds credited to the Company in proportion to their respective Investor Member Contributing Member’s Capital Account and the Contributing Member’s and Non-Contributing Member’s Percentage Interests (or in such other proportion as such lending Members may otherwise agree). Any and all Member Loans made to the Company by any Member pursuant to this Section 3.2 shall bear interest at the lesser of (i) six percent (6%), will be adjusted and compounded annually during the term of such loan(s), or (ii) the maximum nonusurious rate then permitted by law for such loan(s), and such loan(s) shall be due and payable solely from the cash proceeds of the Company. The repayment of any Member Loans made pursuant to this Section 3.2 shall be made prior to any other distributions to the Members pursuant to Section 3.5; provided that if the Member Loans replace acquisition financing for the Property and are paid current in accordance with their termsthe Dilution Percentage formula set forth in Section 3.3(c). If a Member Loan is converted to a Voluntary Additional Capital Contribution, such election shall not be made without the Company may continue written consent of GRI acknowledging that such conversion will not cause this Agreement to make distributions pursuant fail to Section 3.5 before such Member Loans are repaid in full. Accordingly, notwithstanding comply with the provisions of Section 3.4514(c)(9)(E) of the Code. In order to secure any Member Loan under this Section 3.3(b), and subject the Non-Contributing Member hereby grants to the preceding sentence, until Contributing Member a first priority security interest (or subordinate to any and all prior Member Loans made Loans) pursuant to this Section 3.2 are repaid the Delaware Uniform Commercial Code in fullthe Non-Contributing Member’s Membership Interest and in all additions thereto, substitutions therefor and distributions and proceeds thereof. The Non-Contributing Member agrees to execute and deliver and hereby authorizes the Members shall draw no further distributions filing of financing and continuation statements covering said property from time to time and in such form as the Company Contributing Member may require to perfect and all cash or property otherwise distributable continue the perfection of the Contributing Member’s security interest with respect to said property. The Non-Contributing Member shall pay all costs of filing such statements and renewals and releases thereof and shall pay all reasonable costs and expenses of any record searches for financing statements the interests Contributing Member may reasonably require. Upon any default by the Non-Contributing Member due to the failure of the Members shall all or any part of a distribution to be paid to the lending Member(s) Contributing Member in proportion toaccordance with this Section 3.3(b), and as a reduction or any other default of the outstanding balance(sMember Loan which remains uncured thirty (30) days following receipt of Notification of default from the Contributing Member, the Contributing Member may, at its option (and without any further notice to or demand on the Non-Contributing Member) do any one or more of the following: (i) foreclose or otherwise enforce the Contributing Member’s security interest in any manner permitted by law; (ii) sell or otherwise dispose of the foregoing collateral at one or more public or private sales, whether or not such collateral is present at the place of sale, for cash or credit, on such terms and in such manner as the Contributing Member may reasonably determine; and (iii) recover from the Non-Contributing Member all costs and expenses, including without limitation, reasonable attorneys’ fees, incurred or paid by the Contributing Member in connection with the foregoing. The Contributing Member shall also have the rights and remedies of a secured party under the Delaware Uniform Commercial Code as well as all other rights and remedies available at law, in equity or hereunder, all of which rights and remedies shall be cumulative and may be exercised successively or concurrently without impairing the Contributing Member’s security interest in the foregoing collateral. The Non-Contributing Member hereby agrees that thirty (30) days’ prior Notification to it at its address set forth herein of the time and place of any public sale or of the time after which any private sale or other intended disposition is to be made shall be deemed reasonable Notification thereof. The Non-Contributing Member hereby represents and warrants that it is the owner of the above-described collateral (i.e., a Membership Interest, together with additions thereto, substitutions therefor and proceeds thereof). The Non-Contributing Member further agrees, at its sole cost and expense, to do all acts that may be necessary to maintain, preserve and protect such loan(s), collateral; to appear in and defend any action or proceeding which may affect its title to or the Contributing Member’s interest in such collateral; and to keep all of the Non-Contributing Member’s records concerning such collateral at the Non-Contributing Member’s address for notices set forth below. Recourse to a Non-Contributing Member in connection with a Member Loan shall be limited to such funds being applied first Non- Contributing Member’s Membership Interest and any distributions or proceeds applicable to reduce any interest accrued thereon, and then to reduce the principal amount thereofsuch Membership Interest.

Member Loan. Subject to Section 2.3.1.12, if additional funds are necessary for the Company to meet its current or projected financial requirements and/or in lieu of obtaining Additional Capital Contributions from the Members, the Managing A. The Contributing Member may deliver written notice of such actual or projected cash deficit to the Members. Within ten (10) business days following the effective date of such notice, each Member shall have the right, but not the obligation, to advance to the CompanyCompany on behalf of the Non-Contributing Member all or a portion of the Non-Contributing Member Unfunded Amount as a loan to the Non-Contributing Member (each such loan, a “Member Loan”); in which case, the Contributing Member shall be deemed to have made a Member Loan to the Non-Contributing Member and the Non- Contributing Member shall be deemed to have made a Capital Contribution, in casheach case, in an amount equal to such necessary funds. Any and all advances made by any lending Member to the Company pursuant to this Section 3.2 shall be treated as a loan (“Member Loan”. If the Contributing Member elects to fund a portion (but not all) with recourse only to the assets of the Company Non-Contributing Member Unfunded Amount, then (but without recourse to the assets i) each of any Member). If more than one (1) the Contributing Member desires to make a loan Corresponding Funded Amount, (2) the Non-Contributing Member Funded Amount, and (3) Contributing Member Excess Capital Share shall each be recalculated, in that order, after accounting for the deemed Capital Contribution made by the Non-Contributing Member by reason of the Contributing Member funding the Member Loan, and (ii) the Company shall immediately return to the Company Contributing Member all Capital Contributions made by the Contributing Member in accordance respect of the Contributing Member Excess Capital Share with a return computed thereon at the provisions of this Section 3.2Applicable Rate. B. To the fullest extent permitted by law, then such lending Members shall be entitled to advance the necessary funds to the Company in proportion to their respective Investor Member Percentage Interests (or in such other proportion as such lending Members may otherwise agree). Any and all Member Loans made to the Company by any Member pursuant to this Section 3.2 Loan shall bear interest at a rate equal to the lesser of (i) six percent (6%), adjusted and compounded annually during the term of such loan(s), or (ii) the maximum nonusurious rate then permitted by law for such loan(s), and such loan(s) Applicable Rate. Each Member Loan shall be immediately due and payable solely from upon the cash proceeds of the CompanyMaturity Date. The repayment Non-Contributing Members shall be personally liable for such Member Loan, and if requested by the Contributing Member, shall execute a promissory note to the Contributing Member evidencing such obligation (provided that the absence of such promissory note shall not invalidate or relieve the Non-Contributing Member of its obligations described herein). No distributions shall be distributed to the Non-Contributing Member while any Member Loans made pursuant Loan is outstanding (even if the Maturity Date has not then elapsed). All distributions which would otherwise be distributed to this Section 3.2 the Non- Contributing Member shall be made prior to any other distributions paid instead to the Members pursuant to Section 3.5; provided that Contributing Member (even if the Maturity Date has not then elapsed) until the Member Loans replace acquisition financing for the Property Loan (and are all interest thereon) has been paid current in accordance with their terms, the Company may continue to make distributions pursuant to Section 3.5 before such Member Loans are repaid in full. Accordingly, notwithstanding the provisions of Section 3.4, and subject Any such distributions shall be deemed to have been distributed to the preceding sentence, until any Non-Contributing Member and then paid over by the Non- Contributing Member to the Contributing Member in payment of such Member Loan (and all Member Loans made pursuant to this Section 3.2 are repaid in full, the Members shall draw no further distributions from the Company and all cash or property otherwise distributable with respect to the interests of the Members interest thereon). All payments shall be paid to the lending Member(s) in proportion to, and as a reduction of the outstanding balance(s) of any such loan(s), with such funds being applied first to reduce any interest accruing on all unpaid Member Loans (in reverse chronological order so that the most recently accrued thereon, interest is paid first) and then to reduce the unpaid principal amount thereofbalance owing in respect of all Member Loans. The making of a Member Loan shall not excuse non-performance or default.