Deficit Contributions. Section 8.3 is deleted in its entirety and ---------------------- replaced with the following:
Deficit Contributions. In the event that Total Revenue from a Facility is insufficient, or is anticipated to be insufficient, to pay the Operating Expenses and Fixed Operating Expenses of such Facility during any calendar month during the Initial Term, upon twenty (20) days' written notice from the Manager, Owners, subject to refusal or failure of the holders of the Senior Loan to fund such amounts as provided below, shall deposit or cause to be deposited funds in the Agency Account in advance on a monthly basis in an amount equal to the Operating Deficit for the upcoming calendar month up to the aggregate Operating Deficit for such Facility as set forth on Exhibit B ("Owners Deficit Contribution"). Owner's Deficit Contribution shall be determined separately for each Facility and Owner's obligation to fund Operating Deficits for each Facility shall not exceed the amount for such Facility set forth on Exhibit B, notwithstanding that Owner's Deficit Contribution as to any other Facility may not have exceeded the maximum amount for such Facility. Manager acknowledges that the Owner's Deficit Contribution will be funded from the proceeds of the Senior Loan and be subject to the conditions for funding set forth therein. Subject to Owner's approval of the draw request, which shall not unreasonably be withheld, Manager agrees to process the draw request for the Owner's Deficit Contribution from the Senior Lender and prepare all financial and other information required to fund the draw request. If the Senior Lender refuses or fails to advance all or any portion of Owner's Deficit Contribution for any Facility, then Emeritus shall loan such amount, together with interest at the Prime Rate, to the respective Owner ("Operating Deficit Loan"). Any outstanding Operating Deficit Loans shall be repaid as provided in Section 8.2, from the proceeds of the Senior Loan designated for such purpose, or, if not sooner repaid, upon the expiration or sooner termination of this Agreement. Notwithstanding anything to the contrary, upon expiration or sooner termination of this Agreement, repayment and priority of any outstanding Operating Deficit Loan shall be subordinate in all respects to repayment and priority of the Senior Loan. Promptly after the end of such calendar month, the parties shall reconcile the payment of Owner's Deficit Contribution based upon the actual Operating Deficit for such month. All Operating Deficits for any Facility during the Initial Term remaining after Owner has funded the f...
Deficit Contributions. All Operating Deficits during the Term remaining after Owner has funded the full amount of the Owner's Deficit Contribution, i.e., $4,500,000, (which Owners and Manager acknowledge has been previously funded) shall be funded absolutely and unconditionally by Xxxxxx X. Xxxx ("Xxxx") into the Agency Account or otherwise as directed by Owners as and when necessary to pay, but in any event no later than ten (10) days after written notice from Owners, all Operating Deficits during any calendar month during the Term and by his execution hereof Xxxx agrees to do so. Neither Owners, Manager or Emeritus shall have any obligation to fund Operating Deficits or to reimburse Xxxx for any Operating Deficit payments or contributions. All references in the Agreement to any obligation of Emeritus to fund Operating Deficits, e.g., Section 1.4, are hereby deleted. Notwithstanding the foregoing, Emeritus shall continue to pay Owners any amount owing to Owners for Operating Deficits that accrued prior to October 1, 2003.
Deficit Contributions. 19 4.04 Capital Contributions and Remedies .................. 20 4.05
Deficit Contributions. (a) If at any time or from time to time additional funds are required by the Company to meet any obligations or needs of the Company shown in a Current Budget and Operating Plan, including, without limitation, to satisfy any operating deficit or to construct any improvements or alter any improvements on the Company Property, and there are not sufficient reserves held by the Company or available cash flow of the Company as shown in such Current Budget and Operating Plan, and no Capital Contribution therefor can be required under Sections 4.01 or 4.02 (a "Deficit Shortfall"), the Members or any Member may (but shall not be obligated to) request that the Members make contributions in cash ("Deficit Contributions") in the amount of such Deficit Shortfall. If so requested by the Members (or, in the case of Necessary Expenses included in any Deficit Shortfall, by any Member), each Member may, but shall not be required to, within fifteen (15) business days thereafter contribute its pro rata share (based upon the relative Percentage Interests then in effect) of the amount of the applicable Deficit Shortfall.
Deficit Contributions. All Operating Deficits during the Term remaining after Owner has funded the full amount of the Owner's Deficit Contribution, i.e., $4,500,000, (which Owners and Manager acknowledge has been previously funded) shall be funded absolutely and unconditionally by Daniel R. Baty ("Batx") xxxx xxx Xgencx Xxcount or otherwise as directed by Owners as and when necessary to pay, but in any event no later than ten (10) days after written notice from Owners, all Operating Deficits during any calendar month during the Term and by his execution hereof Baty agrees to do so. Xxxther Owners, Manager or Emeritus shall have any obligations to fund Operating Deficits or to reimburse Baty for any Operaxxxx Deficit payments or contributions. All references in the Agreement to any obligation of Emeritus to fund Operating Deficits, e.g., Section 1.4, are hereby deleted.
Deficit Contributions. It is anticipated that Total Revenues will be sufficient to pay the Operating Expenses and Fixed Operating Expenses of the Facilities during the Term. In the event that Total Revenue from the Facilities is insufficient, or is anticipated to be insufficient, to pay the Operating Expenses and Fixed Operating Expenses of the Facilities during any calendar month during the Initial Term, then Emeritus shall loan such Operating Deficit to Owners, with interest accruing at the Prime Rate ("Operating Deficit Loan"). If an Operating Deficit Loan for any calendar month is not repaid as provided in Section 8.2 within six (6) months from the date of advance, then upon twenty (20) days written notice from the Manager, Owners shall deposit or cause to be deposited funds in the Agency Account in an amount equal to the outstanding Operating Deficit Loan ("Owner's Deficit Contribution") which shall be used to repay such Operating Deficit Loan. Notwithstanding anything in this Agreement to the contrary, upon expiration or sooner termination of this Agreement, repayment and priority of any outstanding Operating Deficit Loan shall be subordinate in all respects to repayment and priority of the Senior Loan.
Deficit Contributions. In the event the Company requires additional funds, the Manager shall first solicit additional Capital Contributions from the Members on a pro rata basis. The Manager shall notify each Member of the amount of additional funds required by the Company, as determined by the Manager in its sole discretion, and shall permit each Member the reasonable opportunity (not to exceed ten (10) days from notification) to contribute such Member’s pro rata share of additional capital based upon such Member’s Percentage Interest in the Company. If not all of the Members contribute their pro rata share (each a “Non- Contributing Member”), the Manager may make up any shortfall caused by the Non- Contributing Member by permitting additional Capital Contributions to be made to the Company by the other Members (each a “Contributing Member”) in such amounts and in such ratios as the Manager may in its sole discretion approve. No Member Consent shall be required for such additional Capital Contributions so long as the total amount raised from all Members does not exceed that required as set forth in the Manager’s notice to the Members. Any additional Capital Contributions made to the Company under this sub-Section 11(a) shall be designated as Deficit Contributions.
Deficit Contributions
