Common use of Additional Capital Contributions; Loans Clause in Contracts

Additional Capital Contributions; Loans. (i) The Managing Member shall pay any and all costs and expenses incurred on behalf of the Company in connection with (A) the organization of the Company and the preparation of this Agreement and the Investment Agreement, including, without limitation, fees, costs and expenses payable to attorneys, accountants, consultants and custodians; (B) the proxy solicitation; (C) the meeting of Unitholders to consider the Merger and (D) satisfaction of the Company's indemnification obligations pursuant to Section 4.4(iv). All such payments shall constitute additional Capital Contributions of the Managing Member and the Members' Interests shall be adjusted to reflect the changes in relative Capital Contributions of the Members resulting from such payments. (ii) The Members shall not be obligated to make additional capital contributions to the Company except as provided in Section 4.1(b) (Return of Previously Distributed Amounts) and, with respect to the Managing Member, except as also provided in Section 3.1(b)(i). Upon a determination by the Managing Member that additional cash is required by the Company for capital improvements to, or rehabilitation of, the Properties (an "Additional Cash Determination"), the Managing Member shall use good faith efforts to satisfy such cash requirements utilizing available cash of the Company and/or with the proceeds from a refinancing of the Properties. In the event such actions are not reasonably likely to meet the Company's cash requirements, each Member shall have the right to make an additional Capital Contribution in an amount equal to (but not less than) its proportionate share (determined by reference to the ratio of such Member's Interests to the Interests of all Members who actually make such additional Capital Contribution) of any such additional cash requirement. With respect to each Additional Cash Determination, if any Member declines to make such an additional Capital Contribution, (A) the other Members may elect to make a Capital Contribution equal to the unfunded amount (determined on a pro rata basis) thereof and (B) the Members' Interests shall be adjusted to reflect the changes in the relative Capital Contributions of Members resulting from such Capital Contributions. (iii) With respect to any Additional Cash Determination not funded pursuant to Section 3.1(b)(ii) above, the Managing Member may elect to lend funds to the Company in the amount of such deficiency with the consent of the Required Additional Members (which consent shall not unreasonably be withheld). Any loans to the Company pursuant to this Section (b)(iii) shall not constitute a Capital Contribution to the Company and shall not affect a Member's Interest in the Company. Any loans to the Company authorized in accordance with this Section 3.1(b)(iii) shall be evidenced by a promissory note and shall be payable to the lender at an interest rate of twelve percent (12%) per annum, compounded quarterly and shall have such other terms as determined by the Managing Member, in its sole discretion.

Additional Capital Contributions; Loans. (i) The Managing Member shall pay any and all costs and expenses incurred on behalf of the Company in connection with (A) the organization of the Company and the preparation of this Agreement and the Investment Agreement, including, without limitation, fees, costs and expenses payable to attorneys, accountants, consultants and custodians; (B) the proxy solicitation; (C) the meeting of Unitholders to consider the Merger and (D) satisfaction of the Company's indemnification obligations pursuant to Section 4.4(iv). All such payments shall constitute additional Capital Contributions of the Managing Member and the Members' Interests shall be adjusted to reflect the changes in relative Capital Contributions of the Members resulting from such payments. (ii) The Members shall not be obligated to make additional capital contributions to the Company except as provided in Section 4.1(b) (Return of Previously Distributed Amounts) and, with respect to the Managing Member, except as also provided in Section 3.1(b)(i). Upon a determination by the Managing Member that additional cash is required by the Company for capital improvements to, or rehabilitation of, the Properties (an "Additional Cash DeterminationADDITIONAL CASH DETERMINATION"), the Managing Member shall use good faith efforts to satisfy such cash requirements utilizing available cash of the Company and/or with the proceeds from a refinancing of the Properties. In the event such actions are not reasonably likely to meet the Company's cash requirements, each Member shall have the right to make an additional Capital Contribution in an amount equal to (but not less than) its proportionate share (determined by reference to the ratio of such Member's Interests to the Interests of all Members who actually make such additional Capital Contribution) of any such additional cash requirement. With respect to each Additional Cash Determination, if any Member declines to make such an additional Capital Contribution, (A) the other Members may elect to make a Capital Contribution equal to the unfunded amount (determined on a pro rata PRO RATA basis) thereof and (B) the Members' Interests shall be adjusted to reflect the changes in the relative Capital Contributions of Members resulting from such Capital Contributions. (iii) With respect to any Additional Cash Determination not funded pursuant to Section 3.1(b)(ii) above, the Managing Member may elect to lend funds to the Company in the amount of such deficiency with the consent of the Required Additional Members (which consent shall not unreasonably be withheld). Any loans to the Company pursuant to this Section (b)(iii) shall not constitute a Capital Contribution to the Company and shall not affect a Member's Interest in the Company. Any loans to the Company authorized in accordance with this Section 3.1(b)(iii) shall be evidenced by a promissory note and shall be payable to the lender at an interest rate of twelve percent (12%) per annum, compounded quarterly and shall have such other terms as determined by the Managing Member, in its sole discretion.

Additional Capital Contributions; Loans. (i) The Managing Member shall pay any and all costs and expenses incurred on behalf of the Company in connection with (A) the organization of the Company and the preparation of this Agreement and the Investment Agreement, including, without limitation, fees, costs and expenses payable to attorneys, accountants, consultants and custodians; (B) the proxy solicitation; (C) the meeting of Unitholders to consider the Merger and (D) satisfaction of the Company's indemnification obligations pursuant to Section 4.4(iv). All such payments shall constitute additional Capital Contributions of the Managing Member and the Members' Interests shall be adjusted to reflect the changes in relative Capital Contributions of the Members resulting from such payments. (ii) The Members Shareholders shall not be obligated to make any additional capital contributions or loans to the Company except as provided in Section 4.1(b) (Return of Previously Distributed Amounts) and, with respect to the Managing Member, except as also provided in Section 3.1(b)(i). Upon a determination by the Managing Member that additional cash is required by the Company for capital improvements to, or rehabilitation of, the Properties (an "Additional Cash Determination"), the Managing Member shall use good faith efforts to satisfy such cash requirements utilizing available cash of the Company and/or with the proceeds from a refinancing of the PropertiesJV Holding Company. In the event such actions are not reasonably likely to meet case of the Company's cash requirementsunavailability of funds under the Credit Facility, each Member shall have in accordance with the right to annual budget of the Joint Venture and as otherwise approved by the Board, the Board may request that the Shareholders make an additional Capital Contribution capital contribution pursuant to Section 3.1.1 below or request loans from the Shareholders pursuant to Section 3.1.2 below. 3.1.1 In the event that the Board determines that a capital call is necessary or desirable, the Board may ask each Shareholder to make a capital contribution to the JV Holding Company in an amount equal to (but not less than) its proportionate share (determined by reference the Board, pro rata in accordance with such Shareholder's Percentage Interest. The Board shall fix, and notify the Shareholders of, a date by which the Shareholder must respond to any such capital call, and the ratio Shareholder shall, before such date, determine whether to make the requested capital contribution and notify the Board of such Member's Interests decision, but no Shareholder shall be required to the Interests of all Members who actually make such additional Capital Contribution) of any such additional cash requirementcapital contribution. With respect If any Shareholder chooses not to each Additional Cash Determinationcontribute its pro rata share, if then the other Shareholder may contribute such share. If any Member Shareholder indicates its intention to contribute its pro rata share and the other Shareholder declines to do so, the first Shareholder may change its intention and decline to make such an contribution. Each Shareholder that makes a requested capital contribution (other than a capital contribution required by Article II the Contribution Agreement) shall receive such number of additional Capital ContributionShares as is equal to the amount so contributed, divided by the Contribution Price Per Share immediately prior to such contribution. Each Shareholder agrees to vote in favor of any resolutions at a meeting of the shareholders or the Board (A) directly or through action by written consent), and the other Members Parties agree to take such action or cause their Affiliates to take such action as may elect be necessary in order to give effect to the foregoing. 3.1.2 In addition to or in lieu of making a capital call pursuant to Section 3.1.1, the Board may ask each Shareholder to make a Capital Contribution equal loan to the unfunded JV Holding Company in an amount (determined on a by the Board, pro rata basis) thereof in accordance with such Shareholder's Percentage Interest. The Board shall fix, and (B) notify the Members' Interests Shareholders of, a date by which the Shareholders must respond to any such request, and the Shareholders shall, before such date, determine whether to make the requested loans and notify the Board of such decision, but no Shareholder shall be adjusted required to reflect make any such loan. If any Shareholder indicates its intention to loan its pro rata share and the changes in the relative Capital Contributions of Members resulting from such Capital Contributions. (iii) With respect other Shareholder declines to any Additional Cash Determination not funded pursuant to Section 3.1(b)(ii) abovedo so, the Managing Member first Shareholder may elect change its intention and decline to lend funds make such loan. If any Shareholder chooses not to loan its pro rata share, then the Company in the amount of other Shareholder may loan such deficiency with the consent of the Required Additional Members (which consent shall not unreasonably be withheld)share. Any loans to the Company made pursuant to this Section (b)(iii) shall not constitute a Capital Contribution to the Company and shall not affect a Member's Interest in the Company. Any loans to the Company authorized in accordance with this Section 3.1(b)(iii) 3.1.2 shall be evidenced by a promissory note on such market terms and shall be payable to the lender at an interest rate of twelve percent (12%) per annum, compounded quarterly and shall have such other terms conditions as are determined in good faith by the Managing Member, in its sole discretionBoard.

Additional Capital Contributions; Loans. (a) Within 10 Business Days after written notice from the General Partner (a “Capital Call Notice”), the Partners shall (i) be required to fund additional Capital Contributions in satisfaction of their respective Capital Commitments, proportionately in relation to each Partner’s unfunded Capital Commitment and (ii) to the extent the General Partner is requesting additional Capital Contributions that would result in a Partner making aggregate Capital Contributions in excess of such Partner’s Capital Commitment, have the option to fund such requested additional Capital Contribution. The Managing Member shall pay any and all costs and expenses incurred on behalf General Partner may deliver Capital Call Notices for operating expenses, liabilities or other obligations of the Company Partnership. (b) If any Partner fails to contribute the full amount of any additional Capital Contributions required to be made pursuant to Section 3.02(a)(i) on or prior to the date on which the additional Capital Contributions are required to be made (the “Due Date”), but contributes its full share within ten (10) days after the date notice is given to such Partner of that failure (the “Notice Date”), such Partner shall also pay to the Partnership in connection with addition to such additional Capital Contribution, an amount equal to the sum of (A) an amount equivalent to interest for the organization of period beginning with the Company Due Date and ending with the preparation of this Agreement date such contribution is made by such Partner at a rate equal to fifteen percent (15%) per annum, not to exceed the maximum amount permitted by law, during such period on the full amount contributed, and the Investment Agreement, including, without limitation, fees, costs and expenses payable to attorneys, accountants, consultants and custodians; (B) any additional actual out-of-pocket costs required to be paid or incurred directly or indirectly by the proxy solicitation; Partnership as a result of that Partner’s failure to make such additional Capital Contributions on or prior to the Due Date. (Cc) If any Partner fails to contribute the meeting full amount of Unitholders any additional Capital Contributions required to consider the Merger and (D) satisfaction of the Company's indemnification obligations be made pursuant to Section 4.4(iv3.02(a)(i). All , within ten (10) days after the Notice Date, the General Partner may elect, in its sole discretion, that such payments Partner shall constitute additional Capital Contributions be a Defaulting Partner (the “Defaulting Partner”) as of that tenth day, in which case, the General Partner may elect to exercise one or more of the Managing Member following remedies with respect to such Defaulting Partner: (i) Such Defaulting Partner shall forfeit all of its voting, approval and the Members' Interests shall be adjusted to reflect the changes in relative Capital Contributions of the Members resulting from such paymentssimilar rights under this Agreement. (ii) The Members General Partner shall not be obligated to make additional capital contributions have the right, on behalf of the Partners other than the Defaulting Partner (the “Non-Defaulting Partners”), exercisable by notice from the General Partner to the Company except as provided in Section 4.1(bDefaulting Partner to cause the Partnership to pursue any available legal remedies against the Defaulting Partner to collect the additional Capital Contributions and any other damages (including consequential damages). (iii) (Return of Previously Distributed Amounts) and, with respect to the Managing Member, except as also provided in Section 3.1(b)(i). Upon a determination by the Managing Member that additional cash is required by the Company for capital improvements to, or rehabilitation of, the Properties (an "Additional Cash Determination"), the Managing Member shall use good faith efforts to satisfy such cash requirements utilizing available cash of the Company and/or with the proceeds from a refinancing of the Properties. In the event such actions are not reasonably likely to meet the Company's cash requirements, each Member The General Partner shall have the right to make lend (or to permit another Person to lend), to the Defaulting Partner the amount of such additional Capital Contribution that was not made timely by the Defaulting Partner, the proceeds of which loan are to be paid to the Partnership on behalf of the Defaulting Partner as an additional Capital Contribution in an amount equal to (but not less than) its proportionate share (determined by reference to the ratio of such Member's Interests to the Interests of all Members who actually make such additional Capital Contribution) of any such additional cash requirementDefaulting Partner. With respect to each Additional Cash Determination, if any Member declines to make such an additional Capital Contribution, (A) the other Members may elect to make a Capital Contribution equal to the unfunded amount (determined on a pro rata basis) thereof and (B) the Members' Interests shall be adjusted to reflect the changes in the relative Capital Contributions of Members resulting from such Capital Contributions. Any loan under this clause (iii) With respect to any Additional Cash Determination not funded pursuant to Section 3.1(b)(ii) above, the Managing Member may elect to lend funds shall be a recourse loan to the Company in the amount of such deficiency with the consent of the Required Additional Members (which consent shall not unreasonably be withheld). Any loans to the Company pursuant to this Section (b)(iii) shall not constitute a Capital Contribution to the Company Defaulting Partner, and shall not affect a Member's Interest in bear interest, compounded monthly, at the Company. Any loans rate equal to the Company authorized in accordance with this Section 3.1(b)(iii) shall be evidenced by a promissory note and shall be payable to the lender at an interest rate of twelve twenty percent (1220%) per annum, compounded quarterly and not to exceed the maximum interest rate permitted by law, from the Due Date until the date of repayment. Repayment of any such loan by the Defaulting Partner shall be effected by causing the Partnership to pay directly to the Persons who shall have made the loan, all distributions otherwise payable to the Defaulting Partner under this Agreement as and when payable, instead of making such distributions to the Defaulting Partner (with such distributions being deemed for all purposes to have been made to the Defaulting Partner and then paid by the Defaulting Partner to the Persons who shall have made the loan). Any payments made with respect to the foregoing loans shall first be applied to accrued but unpaid interest, and then be deemed a repayment of principal. Notwithstanding the foregoing provisions of this clause (iii), the Defaulting Partner shall be personally liable for the payment of interest and the repayment of principal on any such loan contemplated by this clause (iii). (iv) The General Partner shall have the right to cause the Percentage Interest, Capital Commitment, Adjusted Capital Contribution and Capital Account of such Defaulting Partner to be reduced to zero (or to such other terms amount as determined by the Managing Member, General Partner) and to reallocate the balance in its sole discretionsuch Capital Account to the Capital Accounts of all other Partners pro rata in accordance with their Percentage Interests.

Additional Capital Contributions; Loans. Notwithstanding the foregoing, each of Toro Sub and TCFIF Sub shall be required to contribute as additional capital to the Company (ieach, an “Additional Capital Contribution” and, together with the Initial Capital Contributions and the Purchase Capital Contributions, the “Capital Contributions”) The Managing Member cash in an amount sufficient to increase and/or maintain such Member’s Capital Account to an amount equal to the sum of XXXXXXXXXX. Such contributions shall pay any and all costs and expenses incurred on behalf be determined (x) as of the Company in connection with (A) end of each month during the organization of the Company and the preparation of this Agreement and the Investment Agreement, including, without limitation, fees, costs and expenses payable to attorneys, accountants, consultants and custodians; (B) the proxy solicitation; (C) the meeting of Unitholders to consider the Merger and (D) satisfaction term of the Company's indemnification obligations pursuant , or (y) if approved by the Management Committee, more often. The Company shall provide notice to Section 4.4(iv). All such payments shall constitute additional Capital Contributions the Members, no later than the earlier of the Managing Member and twenty-fifth (25th) of each month or three (3) business days prior to the Members' Interests last day of the month, of the estimated contribution amount for such month, which contributions shall be adjusted to reflect made no later than the changes in relative Capital Contributions last day of the Members resulting from such payments. (ii) The Members shall not be obligated to make additional capital contributions to the Company except as provided in Section 4.1(b) (Return of Previously Distributed Amounts) andmonth or, with respect to Additional Capital Contributions referred to in clause (y) of this Section 2.04, within five (5) business days of receiving notice from the Managing MemberCompany of any such contribution. To the extent the estimated contribution amount is greater or less than the actual capital needs for such month, such excess or shortage shall be taken into account in the Company’s calculation of the Distributable Cash (as defined in Section 4.01(b)) for such month. The requirement of each Member to maintain sufficient funds in its Capital Account shall continue through the dissolution and winding-up of the Company as specified in Article X. No additional Shares shall be issued to the Members on account of any Capital Contribution made subsequent to the Initial Capital Contributions. Except as expressly provided in this Section 2.04 or with the prior written consent of each of the Members, no Member shall be required or entitled to contribute any other or further capital to the Company, nor, except as also provided in Section 3.1(b)(i). Upon a determination contemplated by the Managing Member that additional cash is required by the Company for capital improvements tothis Agreement, or rehabilitation of, the Properties (an "Additional Cash Determination"), the Managing Member shall use good faith efforts to satisfy such cash requirements utilizing available cash of the Company and/or with the proceeds from a refinancing of the Properties. In the event such actions are not reasonably likely to meet the Company's cash requirements, each Member shall have the right to make an additional Capital Contribution in an amount equal to (but not less than) its proportionate share (determined by reference to the ratio of such Member's Interests to the Interests of all Members who actually make such additional Capital Contribution) of any such additional cash requirement. With respect to each Additional Cash Determination, if any Member declines be required or entitled to make such an additional Capital Contribution, (A) the other Members may elect to make a Capital Contribution equal to the unfunded amount (determined on a pro rata basis) thereof and (B) the Members' Interests shall be adjusted to reflect the changes in the relative Capital Contributions of Members resulting from such Capital Contributions. (iii) With respect to loan any Additional Cash Determination not funded pursuant to Section 3.1(b)(ii) above, the Managing Member may elect to lend funds to the Company in the amount of such deficiency with the consent of the Required Additional Members (which consent shall not unreasonably be withheld). Any loans to the Company pursuant to this Section (b)(iii) shall not constitute a Capital Contribution to the Company and shall not affect a Member's Interest in the Company. Any loans to the Company authorized in accordance with this Section 3.1(b)(iii) shall be evidenced by a promissory note and shall be payable to the lender at an interest rate of twelve percent (12%) per annum[PORTIONS OF THIS SECTION HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIALITY UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, compounded quarterly and shall have such other terms as determined by the Managing Member, in its sole discretionAS AMENDED. A COPY OF THIS EXHIBIT WITH ALL SECTIONS INTACT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]