Contribution Loans. (a) A Contribution Loan will bear interest at an annual rate of two percent per annum above the Prime Rate in effect on the date the Contribution Loan is made, compounded annually based on a 365-day year, and will be due on the first anniversary of the making of the loan. All expenses and costs of collection, including without limitation attorneys' fees, incurred in connection with a Contribution Loan will be paid by the Defaulting Member and will also bear interest at the rate of the Contribution Loan.
(b) As long as a Contribution Loan is outstanding, all distributions which would otherwise be made to the Defaulting Member pursuant to Article 7 or Article 11 will be deemed to be distributions for all purposes of this Agreement to the Defaulting Member, but such amounts will instead be applied to the Contribution Loans by the Non-Defaulting Member until all amounts of principal and interest owing in respect of all Contribution Loans have been paid or satisfied. All repayments of the Contribution Loan will be applied first to attorneys' fees, then interest and finally to principal.
(c) A Contribution Loan made pursuant to Section 5.5.3(a) above will be secured by, and the Defaulting Member, by its failure to make a required Capital Contribution, will have automatically granted (without any further action by the Defaulting Member) a security interest in, and a general lien on, the Defaulting Member's Membership Interest and Units in the Company, including (but not limited to) its interest in distributions from -14- 123 the Company pursuant to Article 7 and Article 11, all under the applicable provisions of the Uniform Commercial Code. On any default in the payment of such a Contribution Loan (whether from distributions or otherwise), the Non-Defaulting Member is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code with respect to the security interest granted in this Section 5.5.3(c) and shall have a power of attorney to execute and file, in the name of and on behalf of the Defaulting Member, all UCC-1 Financing Statements necessary to evidence the security interest that may be granted pursuant to this Section 5.5.3(c).
(d) If the Defaulting Member fails to pay all or any part of a given Contribution Loan, including any accrued interest on such loan, at any time after the first anniversary of the date that the Contribution Loan was made or deemed made, the Non-Defaulting Member that made the Contribution Loan may elec...
Contribution Loans. 1. If either Partner (a "Non-Contributing Partner") fails to make any additional capital contribution within the time specified in SECTION 6.4(A) and such failure continues for a period of thirty (30) days after an Initial Uncured Default, the other Partner who makes the requested contribution of additional capital (the "Contributing Partner") shall have the right but not the obligation to advance directly to the Partnership the funds required from the Non-Contributing Partner as a loan ("Contribution Loan") to the Non-Contributing Partner. If and when a Contribution Loan is made, the Non-Contributing Partner shall be deemed to have waived the right to make the requested capital contribution as of the date of such loan. Such Contribution Loan shall bear interest, compounded annually, at a rate equal to the Prime Rate plus four (4) percentage points per annum. Contribution Loans may be prepaid by the Non-Contributing Partner at any time after the date the Contribution Loan is made. If not repaid by the Non-Contributing Partner, the Contribution Loan shall be repaid pursuant to SECTION 6.4(C) or other applicable provisions of this Agreement, but otherwise shall be and remain a recourse obligation of the Non-Contributing Partner.
2. If the Contributing Partner does not elect to advance the full amount of the additional funds required from the Non-Contributing Partner, the Contributing Partner may withdraw its additional capital contribution.
3. Notwithstanding any other provision of this Agreement to the contrary, if as of the date which is one hundred eighty (180) days after the making of a Contribution Loan, such Contribution Loan shall not have been paid in full, the Contributing Partner shall have the right for a period of sixty (60) days to have such Contribution Loan (or the portion thereof remaining unpaid) converted on the books of the Partnership to a capital contribution by the Contributing Partner, in which event the Percentage Interest of the Non-Contributing Partner shall be adjusted and recalculated in accordance with SECTION 6.4(A) of this Agreement, and the Contributing Partner shall be entitled to exercise all rights and remedies thereunder, including without limitation the purchase option described in SECTION 6.4(A). In order to elect to convert a Contribution Loan to a capital contribution pursuant to this SECTION 6.4(B), the Contributing Partner shall send written notice of election to the Non-Contributing Partner prior to the expiration o...
Contribution Loans. (a) In the event any Partner (the “Non-Contributing Partner”) fails to make any additional capital contribution required of it under a particular Capital Contribution Notice pursuant to Section 2.3.2 or 2.3.3 within the time specified in Sections 2.3.2 or 2.3.3, respectively, then the General Partner (the “Contributing Partner”) shall have the right, but not the obligation, to advance directly to the Partnership as a loan to the Non-Contributing Partner (“Contribution Loan”) the funds required form the Non-Contributing Partner as an Initial Cash Capital Contribution or under such Capital Contribution Notice.
(b) Notwithstanding any provision of this Agreement to the contrary, in the event the Contributing Partner does not elect to advance the full amount of the additional funds required from the Non-Contributing Partner, then the Contributing Partner shall be entitled to its sole discretion to (i) withdraw its corresponding additional capital contribution made pursuant to such Capital Contribution Notice (or withdraw its corresponding Initial Cash Capital Contribution) (ii) treat the failure of the Non-Contribution Partner to make the Initial Cash Capital Contribution or additional capital contribution in question as an Event of Default, or (iii) act under both clauses (i) and (ii) above.
Contribution Loans. 11 5.4.5 Repayment through Distributions.........................12 5.4.6 Transferees and Assignees...............................13 5.4.7 No Third Party Rights...................................13 5.4.8 Role in Management......................................13 SECTION 5.5 No Interest on Capital.....................................14 SECTION 5.6
Contribution Loans. In the event any Member ("Non-Contributing Member") fails to make any additional capital contribution required of it pursuant to and within the time specified in this Agreement, the other Member ("Contributing Member") shall have the right, but not the obligation, to advance directly to the Company the funds required from the Non-Contributing Member as a loan to the Non-Contributing Member ("Contribution Loan"). Each loan shall be evidenced by a promissory note from the Non-Contributing Member in form reasonably satisfactory to the Contributing Member with reasonable personal guarantee(s) and reasonable collateral to secure payment, which collateral may include a security interest in the Non-Contributing Member's Percentage Interest in the Company.
Contribution Loans. In the event that a Member (the "Non-Contributing Member") fails to make a capital contribution as and when required by the provisions of Section 6.2.1, the other Member who has made such contribution to the Company (the "Contributing Member") may fund the amount which the Non-Contributing Member failed to contribute and elect to treat the entire amount of the required capital contribution (i.e., the sum of both the Contributing Member's and Non-Contributing Member's share of the required capital contribution under Section 6.2.1) as a "Contribution Loan" to the Company. The Contributing Member may exercise this election by written notice to the Non-Contributing Member. Any Contribution Loan shall be evidenced by a written note and shall bear interest at the rate per annum of three percent (3%) above the Prime Rate. Such loan and all interest thereon shall be due and payable by the Company out of the next available Cash Flow but in any event no later than the sale or other disposition of the Property (including but not limited to foreclosure upon the Property or transfer of the Property by deed in lieu of foreclosure) or other liquidation of the Company.
Contribution Loans.
6.4.1 All amounts received by the Company from an Authority pursuant to a Contribution Notice or Further Contribution Notice shall be immediately provided to the Finance Company and shall be treated as Contribution Loans made by the relevant Authority to the Finance Company, and applied towards discharging any sums owing by the Finance Company to any Finance Company Creditor as and when such amounts fall due or otherwise in accordance with Clause 6.8 (Order of application of proceeds).
6.4.2 The repayment of such Contribution Loans, and the payment of any interest thereon, shall be made in accordance with Clause 6.8 (Order of application of proceeds) and shall be due and payable only at the times and to the extent that the Finance Company has funds available to make such payments in accordance with Clause 6.8 (Order of application of proceeds). Interest on Contribution Loans ("Contribution Interest") shall accrue at an interest rate equal to the higher of (i) the interest rate payable by the Defaulting Authority under the relevant Authority Loan, and (ii) the prevailing rate offered by the Public Works Loan Board (or any replacement agency) in respect of loans having the same maturity and interest basis under the relevant Authority Loan (and to the extent
Contribution Loans. If the Partnership fails to meet any of its obligations with respect to any Sale and Lease Financing of the Project, ESI BH shall have the option, but not the obligation, upon prior written notice to NGPP that it intends to take such action, to advance directly to the Partnership the funds required to meet such obligations or to pay such obligations directly, which payment shall be deemed to constitute an advance to the Partnership for such purpose. Any such advance shall be deemed to be a loan to the Partnership ("Contribution Loan"). Each such Contribution Loan shall bear interest, accruing from the date of such advance, at the average daily rate under the Credit Agreements then in effect with respect to the Project, and all principal and interest on Contribution Loans shall be an expense of the Partnership and shall be repaid from gross receipts of the Partnership prior to any distributions of Net Cash Flow to which the Partners would otherwise be entitled, until all principal and interest on Contribution Loans is paid in full. If not sooner repaid, all principal and interest on Contribution Loans shall become immediately due and payable upon the dissolution and liquidation of the Partnership and shall be repaid from the proceeds, if any, of such liquidation as provided herein.
Contribution Loans. In the event a Member (a “Non-Contributing Member”) fails to make any required Additional Capital Contribution within the time specified, the Governing Board shall give prompt notice of such failure to the other Member (the “Contributing Member”), who shall have the right to advance directly to Company all or any portion of the funds that were required from the Non-Contributing Member, which shall be treated as a loan to the Non-Contributing Member (the “Contribution Loan”).
Contribution Loans. 11 (f) REPAYMENT THROUGH DISTRIBUTIONS......................12 (g)
