Common use of Contribution Loans Clause in Contracts

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 elect, at its sole discretion and by giving notice to the Defaulting Member and the other Members to cause the Defaulting Member's Percentage Interest and number of Units to be decreased (and the Non-Defaulting Member's Percentage Interest and number of Units will be increased commensurately) as provided under Section 5.5.

Contribution Loans. (a) A If either Member (a "Non-Contributing Member") fails to make any additional capital contribution within the time specified in Section 5.4.2 and such failure continues for a period of thirty (30) days after an Initial Uncured Default, the other Member who makes the requested contribution of additional capital (the "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 ("Contribution Loan") to the Non-Contributing Member. If and when a Contribution Loan will is made, the Non-Contributing Member 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 interest, compounded annually, at an annual a rate of two percent per annum above equal to the Prime Rate in effect on plus four (4) percentage points per annum. Contribution Loans may be prepaid by the Non-Contributing Member at any time after the date the Contribution Loan is made. If not repaid by the Non-Contributing Member, compounded annually based on the Contribution Loan shall be repaid pursuant to Section 5.4.5 or other applicable provisions of this Agreement, but otherwise shall be and remain a 365-day year, and will be due on the first anniversary recourse obligation 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 LoanNon- Contributing Member. (b) As long as a Contribution Loan is outstandingIf the Contributing Member does not elect to advance the full amount of the additional funds required from the Non-Contributing Member, all distributions which would otherwise be made to the Defaulting Contributing Member pursuant to Article 7 or Article 11 will be deemed to be distributions for all purposes may withdraw its additional capital contribution. (c) Notwithstanding any other provision of this Agreement to the Defaulting 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 Member 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 Company to a capital contribution by the Contributing Member, but such amounts will instead be applied to in which event the Contribution Loans by Percentage Interest of the Non-Defaulting Contributing Member until all amounts shall be adjusted and recalculated in accordance with Section 5.4.3 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 bythis Agreement, and the Defaulting Member, by its failure Contributing Member shall be entitled to make a required Capital Contribution, will have automatically granted (without any further action by the Defaulting Member) a security interest in, exercise all rights and a general lien on, the Defaulting Member's Membership Interest and Units in the Companyremedies thereunder, including (but not limited to) its interest without limitation the purchase option described in distributions from -14- 123 the Company pursuant Section 5.4.3(d). In order to Article 7 and Article 11, all under the applicable provisions of the Uniform Commercial Code. On any default in the payment of such elect to convert 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 capital contribution pursuant to this Section 5.5.3(c5.4.4(c), the Contributing Member shall send written notice of election to the Non-Contributing Member prior to the expiration of such 60-day period. (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 The rights set forth in this Section 5.4.4 are in lieu of the date that the Contribution Loan was made or deemed made, the Non-Defaulting Member that made the Contribution Loan exercise of rights set forth in Section 5.4.3 and may elect, at its sole discretion and by giving notice not be exercised in addition to the Defaulting Member and the other Members to cause the Defaulting Member's Percentage Interest and number of Units to be decreased (and the Non-Defaulting Member's Percentage Interest and number of Units will be increased commensurately) as provided under Section 5.5such rights.

Contribution Loans. (a) A Should there occur a Contribution Default as to any Member (a "Noncontributing Member"), then the Member which has made its required Capital Contributions (such Member being the "Contributing Member") shall have the right, but not the obligation, to advance such amount directly to the Company as a loan to the Noncontributing Member (a "Contribution Loan"), without prejudice to the Contributing Member's other rights hereunder, including the right to declare an Event of Default under Article 18. (b) Each Contribution Loan will shall bear interest at an annual a rate of two percent per annum above equal to the Prime Rate in effect on the date the Default Rate. A Noncontributing Member shall repay its Contribution Loan is made, compounded annually based on a 365-day yearfirst priority basis out of any and all subsequent distributions to which the Noncontributing Member would otherwise be entitled under this Agreement (and the Company and the Management Committee are hereby irrevocably directed to pay all such distributions directly to the Contributing Member), with all principal and will be interest in any event being due in full on the first anniversary of the making of the loandate such Contribution Loan is made. All expenses and costs payments on account 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 shall be applied first to attorneys' fees, then interest and finally then to principalprincipal until the Contribution Loan is repaid in full. (c) A Contributing Member participating in a Contribution Loan made pursuant to Section 5.5.3(a) above will be secured by, and the Defaulting Member, by its failure may designate an Affiliate 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 Contribution Loan hereunder on such 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)behalf. (d) If The Contributing Member's Contribution Loan shall be secured by a security interest in the Defaulting Member fails to pay noncontributing Member's Ownership Interest and all or any part of a given Contribution Loanproceeds thereof, including all distributions attributable thereto, and each Member shall grant to the other a security interest therein to secure its obligation to repay 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, together with interest thereon. Such security interest shall at all times be subordinate to any security interest granted by the Non-Defaulting Member that made the Contribution Loan may elect, at its sole discretion and by giving notice to the Defaulting Member and the other Members to cause the Defaulting Member's Percentage Interest and number of Units to be decreased (and the Non-Defaulting Member's Percentage Interest and number of Units will be increased commensurately) as provided under Section 5.5in connection with any Project Financing.