Common use of Extraordinary Fundings Clause in Contracts

Extraordinary Fundings. In the event the Partnership requires additional funds to cover any costs and expenses for which the Partnership has insufficient funds, the Managing General Partner may make a written request therefor (any such request, an "EXTRAORDINARY CALL") setting forth the amount requested and the due date therefor, which due date shall be at least ten (10) Business Days after the date on which the Partners actually received the Extraordinary Call. The Fund GP shall have the right to approve or disapprove any Extraordinary Call. If the Fund GP elects to approve an Extraordinary Call, then each Partner shall be required to fund an amount equal to the amount determined by multiplying such Partner's Percentage Interest by the amount set forth in such approved Extraordinary Call (each such Extraordinary Call required to be funded hereunder, an "EXTRAORDINARY FUNDING"). If the Fund GP elects not to approve an Extraordinary Call, then no Partner shall have any obligation to fund such disapproved Extraordinary Call, and the Managing General Partner shall cover such shortfall in funds by Partnership borrowings. An Extraordinary Funding may be made by agreement of the General Partners either as a loan by the Partners to the Partnership (any such loan, an "EXTRAORDINARY LOAN") or a supplementary capital contribution by the Partners to the Partnership (any such contribution, an "EXTRAORDINARY CAPITAL CONTRIBUTION"). Each Partner shall contribute its share of such Extraordinary Capital Contribution or Extraordinary Loan, as the case may be, in immediately available funds on or before the due date to which the Partners agreed in the Extraordinary Call. If the General Partners agree to make an Extraordinary Loan, (x) each Partner shall loan to the Partnership the amount of such Partner's share as determined above with interest equal to either a rate agreed to by the General Partners or, if there is no such agreement, then the 10-year treasury rate plus two percent (2%) per annum as of the date the Extraordinary Loan is made, (y) the Annual Budget portion of the Annual Plan shall be amended to reflect such loan, and (z) such loan (including interest accrued thereon) shall be repaid from Net Cash Flow from Operations or Net Cash from Sales or Refinancings. Any Net Cash Flow from Operations or any Net Cash from Sales or Refinancings shall be applied to each Partner's unpaid Extraordinary Loan in proportion to each Partner's Percentage Interest.

Extraordinary Fundings. In the event the Partnership Company requires additional funds to cover any costs and expenses for which the Partnership Company has insufficient funds, the Managing General Partner Manager may make a written request therefor (any such request, an "EXTRAORDINARY CALLExtraordinary Call") setting forth the amount requested and the due date therefor, which due date shall be at least ten (10) Business Days after the date on which the Partners Members actually received the Extraordinary Call. The Fund GP Members shall have the right to approve or disapprove any Extraordinary Call. If the Fund GP elects Members elect to approve an Extraordinary Call, then each Partner Member shall be required to fund an amount equal to the amount determined by multiplying such PartnerMember's Tranche II Percentage Interest by the amount set forth in such approved Extraordinary Call (each such Extraordinary Call required to be funded hereunder, an "EXTRAORDINARY FUNDINGExtraordinary Funding"). If the Fund GP elects Members elect not to approve an Extraordinary Call, then no Partner Member shall have any obligation to fund such disapproved Extraordinary Call, and the Managing General Partner Manager shall cover such shortfall in funds by Partnership Company borrowings. An Extraordinary Funding may be made by agreement of the General Partners Members either as a loan by the Partners Members to the Partnership Company (any such loan, an "EXTRAORDINARY LOANExtraordinary Loan") or a supplementary capital contribution by the Partners Members to the Partnership Company (any such contribution, an "EXTRAORDINARY CAPITAL CONTRIBUTIONExtraordinary Tranche II Capital Contribution"). Each Partner Member shall contribute its share of such Extraordinary Tranche II Capital Contribution or Extraordinary Loan, as the case may be, in immediately available funds on or before the due date to which the Partners Members agreed in the Extraordinary Call. If the General Partners Members agree to make an Extraordinary Loan, (x) each Partner Member shall loan to the Partnership Company the amount of such PartnerMember's share as determined above with interest equal to either a rate agreed to by the General Partners Members or, if there is no such agreement, then the 10-year treasury rate plus two percent (2%) per annum as of the date the Extraordinary Loan is made, (y) the Annual Budget portion of the Annual Plan shall be amended to reflect such loan, and (z) such loan (including interest accrued thereon) shall be repaid from Net Cash Flow from Operations or Net Cash from Sales or Refinancings. Any Net Cash Flow from Operations or any Net Cash from Sales or Refinancings shall be applied to each PartnerMember's unpaid Extraordinary Loan in proportion to each PartnerMember's Tranche II Percentage Interest.

Extraordinary Fundings. In the event The Partners may be required to make Extraordinary Capital Contributions (as defined below) from time to time pursuant to (and in accordance with) this Section 5.1(c) below. (i) If the Partnership requires additional funds to cover any costs and expenses for which a Qualified Property (or the Partnership SP Subsidiary that owns such Qualified Property) has insufficient funds, then unless the General Partners agree to fund such deficits from the revenues of another Qualified Property pursuant to Section 3.4 hereof, the Managing General Partner may make a written request therefor (any such request, an "EXTRAORDINARY CALL"“Extraordinary Call”) setting forth the amount requested and the due date therefor, which due date shall be at least ten (10) Business Days after the date on which the Partners actually received receive the Extraordinary Call. The Fund GP Other General Partner shall have the right to approve or disapprove any Extraordinary CallCall (provided that, notwithstanding the foregoing, any Extraordinary Call for amounts required to pay any Permitted Expense that cannot be paid from available revenues of the Qualified Property [or the SP Subsidiary that owns such Qualified Property] or proceeds of a financing obtained by the applicable SP Subsidiary will be deemed approved by the Other General Partner for all purposes hereunder). If the Fund GP Other General Partner elects or is deemed to elect to approve an Extraordinary Call, then each Partner shall be required to fund an amount equal to the amount determined by multiplying such Partner's ’s Percentage Interest by the amount set forth in such approved Extraordinary Call (each such Extraordinary Call the total amount required to be funded hereunderpursuant to each such Extraordinary Call, an "EXTRAORDINARY FUNDING"“Extraordinary Funding”). If the Fund GP Other General Partner elects not to approve (and is not deemed to approve) an Extraordinary Call, then no Partner shall have any obligation (or right) to fund such disapproved Extraordinary CallCall or make any such Extraordinary Capital Contribution (defined below), and the Managing General Partner shall may elect, in its discretion, to cover such shortfall in funds by Partnership borrowingsborrowings (which borrowings will be subject to the approval of the Other General Partner if and to the extent provided by Section 3.4 hereof); provided that, such Managing General Partner shall not be required to rely on its own credit or expend its own funds to cover such shortfall (except to the extent of its indemnification obligations under Section 3.13 of this Agreement). An A Partner’s share of any Extraordinary Funding may shall be made by agreement of the General Partners either as a loan supplementary Capital Contribution by the Partners to the Partnership (any such loan, an "EXTRAORDINARY LOAN") or a supplementary capital contribution by the Partners Partner to the Partnership (any such contribution, an "EXTRAORDINARY CAPITAL CONTRIBUTION"“Extraordinary Capital Contribution”). Each Partner shall contribute its share of such Extraordinary Capital Contribution or Extraordinary Loan, as the case may be, in immediately available funds on or before the due date to which the Partners agreed in the Extraordinary Call. (ii) Notwithstanding the foregoing provisions of this Section 5.1(c) to the contrary, if the Managing General Partner requests the Other General Partner’s approval of any Extraordinary Call for an amount (A) that is required in order to prevent the occurrence of an event of default on the part of an SP Subsidiary or the Partnership under any financing that is secured by a Qualified Property and (B) that is not otherwise available or obtainable from revenues of the applicable Qualified Property or proceeds of any financing obtained or obtainable by the SP Subsidiary that owns such Qualified Property prior to the ripening of such event of default, and if the Other General Partner fails to approve (and is not deemed to approve) such Extraordinary Call (and make its and its Related Partner’s Extraordinary Capital Contributions required thereby) before the Business Day prior to the date that the failure to pay such amount will ripen into an event of default, then the Managing General Partner may advance such sums as may be necessary in order to prevent the occurrence of such event of default. If the Managing General Partner advances any sums in order to prevent the occurrence of an event of default pursuant to the immediately preceding sentence, then the Managing General Partner shall, concurrently with the making of such advance, deliver to the Other General Partner written notice that the Managing General Partner has made such advance and specifying the Extraordinary Funding required to reimburse the Managing General Partner for such advance (an “Extraordinary Advance Notice”). If, prior to the date that the Qualified Property is transferred to the Managing General Partner or its designee pursuant to this Section 5.1(c)(ii) below, the Other General Partner approves the Extraordinary Funding described in the Extraordinary Advance Notice, and the Other General Partner and its Related Partner make their respective Extraordinary Capital Contributions required thereby, or the Other General Partner authorizes the use of revenues or proceeds derived from any other Qualified Property to satisfy the Extraordinary Funding and the General Partners agree upon an amendment to this Agreement that addresses the treatment of such payment or deficit funding from one Qualified Property to another Qualified Property (as required by Section 3.4(xii)), then (1) if the Other General Partner and its Related Partners make an Extraordinary LoanCapital Contributions, (x) each Partner shall loan to the entire sum of such Extraordinary Capital Contributions will be distributed by the Partnership to reimburse the amount of such Partner's share as determined above with interest equal to either Managing General Partner for a rate agreed to by the General Partners or, if there is no such agreement, then the 10-year treasury rate plus two percent (2%) per annum as of the date the Extraordinary Loan is made, (y) the Annual Budget portion of the Annual Plan shall be amended to reflect amounts previously advanced by the Managing General Partner in respect of such loan, and the aggregate amount of such advance that is not reimbursed to such Managing General Partner from such Extraordinary Capital Contributions shall be deemed to constitute the Managing General Partner’s and its Related Partner’s respective Extraordinary Capital Contributions required by such Extraordinary Advance Notice, or (z2) if the Other General Partner authorizes the use of revenues or other proceeds from another Qualified Property to satisfy such loan Extraordinary Funding and the General Partners agree upon an amendment to this Agreement that addresses the treatment of such payment or deficit funding from one Qualified Property to another Qualified Property, then all such revenues and proceeds will be paid to the Managing General Partner to reimburse such Managing General Partner for the amounts previously advanced by such Managing General Partner. If, within five (including interest accrued thereon5) Business Days after the Other General Partner’s receipt of an Extraordinary Advance Notice, the Other General Partner fails to approve the Extraordinary Funding requested pursuant to such Extraordinary Advance Notice, and the General Partners fail to agree upon the utilization of revenues or other proceeds from another Qualified Property to pay the amounts that are the subject of the Extraordinary Advance Notice (or the General Partners fail to agree upon an amendment to this Agreement that addresses the treatment of such payment or deficit funding from one Qualified Property to another Qualified Property), then the Managing General Partner may, at its election at any time from and after the expiration of such five (5) Business Day period, acquire the Qualified Property that is secured by the subject debt on the terms and conditions of this Section 5.1(c)(ii) below. In addition to the foregoing, if the Other General Partner approves any such Extraordinary Funding requested pursuant to an Extraordinary Advance Notice but fails to make its and its Related Partner’s Extraordinary Capital Contributions within ten (10) Business Days after receipt of the Extraordinary Advance Notice, then the Managing General Partner may, at its election at any time from and after the expiration of such ten (10) Business Day period, acquire the Qualified Property that is secured by the subject debt on the terms and conditions of this Section 5.1(c)(ii) below. If the Managing General Partner elects to acquire the Qualified Property that is secured by the subject debt pursuant to this Section 5.1(c)(ii), then the Managing General Partner shall acquire such Qualified Property on an “as-is, where-is” basis, without any covenant, representation or warranty of any kind or nature from the SP Subsidiary, the Partnership or any of the Partners or any of their respective Affiliates, for a total purchase price of $1. If the Managing General Partner elects to purchase such Qualified Property for a total purchase price of $1, then the Partnership and SP Subsidiary shall execute such instruments and documents as may be reasonably necessary to transfer title to such Qualified Property to the Managing General Partner or its designee, the Managing General Partner shall execute and deliver such “as-is” certifications, assumptions, indemnities and releases as the Other General Partner may reasonably require in order to evidence the “as-is” nature of the transfer and to fully release the SP Subsidiary and Partnership from any and all obligations and/or liabilities relating to the Qualified Property, and the Qualified Property shall be transferred to the Managing General Partner or its designee in accordance with such documentation described hereinabove. The Managing General Partner (or its designee who acquires such Qualified Property) shall be repaid from Net Cash Flow from Operations expressly, in writing, assume all obligations and liabilities relating to the Qualified Property, whether accruing prior to, on or Net Cash from Sales or Refinancingsafter the date of transfer of such Qualified Property. Any Net Cash Flow from Operations or any Net Cash from Sales or Refinancings and all fees, costs and expenses incurred in connection with the transfer of such Qualified Property shall be applied borne and paid solely by the Managing General Partner, and neither the SP Subsidiary nor the Partnership shall have any obligation or liability for any such fees, costs or expenses. (iii) Notwithstanding the foregoing provisions of this Section 5.1(c) to each the contrary, the Managing General Partner may, if necessary in order to prevent the occurrence of any “event of default” by an SP Subsidiary under any agreement to which such SP Subsidiary is a party (including, without limitation, any loan documents as provided in subsection (ii) above), advance amounts to the SP Subsidiary to make such payment; provided that, such amounts shall be reimbursed to the Managing General Partner's unpaid , without interest, only from (A) an Extraordinary Loan Funding and only if and to the extent that such Extraordinary Funding is approved or deemed approved by the Other General Partner hereunder or (B) prior to the payment of any distributions to any Partner under Section 7.1 hereof, revenues or other proceeds of the applicable Qualified Property. In no event shall any amounts advanced by the Managing General Partner be deemed to constitute a Capital Contribution of such Managing General Partner, unless and except to the extent that the amount advanced becomes an Extraordinary Funding that is approved (or deemed approved) by the Other General Partner in proportion accordance with this Section 5.1(c), and such amount is deemed to each constitute the Managing General Partner's Percentage Interest’s and/or its Related Partner’s Extraordinary Capital Contribution hereunder. If (1) the Managing General Partner advances any amounts pursuant to (and in accordance with) Section 5.1(c)(ii) or this Section 5.1(c)(iii), (2) the Other General Partner ultimately approves the advance as an Extraordinary Funding, and (3) the Other General Partner and its Related Partner fail to make their respective Extraordinary Capital Contributions on or before the latest date that such Extraordinary Capital Contributions would be due pursuant to this Section 5.1(c), then the Other General Partner and its Related Partner shall pay to the Managing General Partner, in addition to the Extraordinary Capital Contribution that will be distributed by the Partnership to such Managing General Partner, interest on such Other General Partner’s and Related Partner’s required Extraordinary Capital Contributions from the latest date that such Extraordinary Capital Contributions are due until they are actually made at the rate of interest accruing on Default Loans pursuant to Section 5.1(e) below. Any interest payable to the Managing General Partner pursuant to the preceding sentence shall not be deemed to constitute a Capital Contribution of the Other General Partner or its Related Partner.

Extraordinary Fundings. In the event The Partners may be required to make Extraordinary Capital Contributions (as defined below) from time to time pursuant to (and in accordance with) this Section 5.1(c) below. If the Partnership requires additional funds to cover any costs and expenses for which a Qualified Property (or the Partnership SP Subsidiary that owns such Qualified Property) has insufficient funds, then unless the General Partners agree to fund such deficits from the revenues of another Qualified Property pursuant to Section 3.4 hereof, the Managing General Partner may make a written request therefor (any such request, an "EXTRAORDINARY CALL") setting forth the amount requested and the due date therefor, which due date shall be at least ten (10) Business Days after the date on which the Partners actually received receive the Extraordinary Call. The Fund GP Other General Partner shall have the right to approve or disapprove any Extraordinary CallCall (provided that, notwithstanding the foregoing, any Extraordinary Call for amounts required to pay any Permitted Expense that cannot be paid from available revenues of the Qualified Property [or the SP Subsidiary that owns such Qualified Property] or proceeds of a financing obtained by the applicable SP Subsidiary will be deemed approved by the Other General Partner for all purposes hereunder). If the Fund GP Other General Partner elects or is deemed to elect to approve an Extraordinary Call, then each Partner shall be required to fund an amount equal to the amount determined by multiplying such Partner's Percentage Interest by the amount set forth in such approved Extraordinary Call (each such Extraordinary Call the total amount required to be funded hereunderpursuant to each such Extraordinary Call, an "EXTRAORDINARY FUNDING"). If the Fund GP Other General Partner elects not to approve (and is not deemed to approve) an Extraordinary Call, then no Partner shall have any obligation (or right) to fund such disapproved Extraordinary CallCall or make any such Extraordinary Capital Contribution (defined below), and the Managing General Partner shall may elect, in its discretion, to cover such shortfall in funds by Partnership borrowingsborrowings (which borrowings will be subject to the approval of the Other General Partner if and to the extent provided by Section 3.4 hereof); provided that, such Managing General Partner shall not be required to rely on its own credit or expend its own funds to cover such shortfall (except to the extent of its indemnification obligations under Section 3.13 of this Agreement). An A Partner's share of any Extraordinary Funding may shall be made by agreement of the General Partners either as a loan supplementary Capital Contribution by the Partners to the Partnership (any such loan, an "EXTRAORDINARY LOAN") or a supplementary capital contribution by the Partners Partner to the Partnership (any such contribution, an "EXTRAORDINARY CAPITAL CONTRIBUTION"). Each Partner shall contribute its share of such Extraordinary Capital Contribution or Extraordinary Loan, as the case may be, in immediately available funds on or before the due date to which the Partners agreed in the Extraordinary Call. If the General Partners agree to make an Extraordinary Loan, (x) each Partner shall loan to the Partnership the amount of such Partner's share as determined above with interest equal to either a rate agreed to by the General Partners or, if there is no such agreement, then the 10-year treasury rate plus two percent (2%) per annum as of the date the Extraordinary Loan is made, (y) the Annual Budget portion of the Annual Plan shall be amended to reflect such loan, and (z) such loan (including interest accrued thereon) shall be repaid from Net Cash Flow from Operations or Net Cash from Sales or Refinancings. Any Net Cash Flow from Operations or any Net Cash from Sales or Refinancings shall be applied to each Partner's unpaid Extraordinary Loan in proportion to each Partner's Percentage Interest.

Extraordinary Fundings. In the event the Partnership Company requires additional funds to cover any costs and expenses for which the Partnership Company has insufficient funds, the Managing General Partner Manager may make a written request therefor (any such request, an "EXTRAORDINARY CALL") setting forth the amount requested and the due date therefor, which due date shall be at least ten (10) Business Days after the date on which the Partners Members actually received the Extraordinary Call. The Fund GP Members shall have the right to approve or disapprove any Extraordinary Call. If the Fund GP elects Members elect to approve an Extraordinary Call, then each Partner Member shall be required to fund an amount equal to the amount determined by multiplying such PartnerMember's Percentage Interest by the amount set forth in such approved Extraordinary Call (each such Extraordinary Call required to be funded hereunder, an "EXTRAORDINARY FUNDING"). If the Fund GP elects Members elect not to approve an Extraordinary Call, then no Partner Member shall have any obligation to fund such disapproved Extraordinary Call, and the Managing General Partner Manager shall cover such shortfall in funds by Partnership Company borrowings. An Extraordinary Funding may be made by agreement of the General Partners Members either as a loan by the Partners Members to the Partnership Company (any such loan, an "EXTRAORDINARY LOAN") or a supplementary capital contribution by the Partners Members to the Partnership Company (any such contribution, an "EXTRAORDINARY CAPITAL CONTRIBUTION"). Each Partner Member shall contribute its share of such Extraordinary Capital Contribution or Extraordinary Loan, as the case may be, in immediately available funds on or before the due date to which the Partners Members agreed in the Extraordinary Call. If the General Partners Members agree to make an Extraordinary Loan, (x) each Partner Member shall loan to the Partnership Company the amount of such PartnerMember's share as determined above with interest equal to either a rate agreed to by the General Partners Members or, if there is no such agreement, then the 10-year treasury rate plus two percent (2%) per annum as of the date the Extraordinary Loan is made, (y) the Annual Budget portion of the Annual Plan shall be amended to reflect such loan, and (z) such loan (including interest accrued thereon) shall be repaid from Net Cash Flow from Operations or Net Cash from Sales or Refinancings. Any Net Cash Flow from Operations or any Net Cash from Sales or Refinancings shall be applied to each PartnerMember's unpaid Extraordinary Loan in proportion to each PartnerMember's Percentage Interest.

Extraordinary Fundings. In the event the Partnership Company requires additional funds to cover any costs and expenses for which the Partnership Company has insufficient funds, the Managing General Partner Manager may make a written request therefor (any such request, an "EXTRAORDINARY CALLExtraordinary Call") setting forth the amount requested and the due date therefor, which due date shall be at least ten (10) Business Days after the date on which the Partners Members actually received the Extraordinary Call. The Fund GP shall have the right to approve or disapprove any Extraordinary Call. If the Fund GP elects to approve an Extraordinary Call, then each Partner Member shall be required to fund an amount equal to the amount determined by multiplying such PartnerMember's Percentage Interest by the amount set forth in such approved Extraordinary Call (each such Extraordinary Call required to be funded hereunder, an "EXTRAORDINARY FUNDINGExtraordinary Funding"). If the Fund GP elects not to approve an Extraordinary Call, then no Partner Member shall have any obligation to fund such disapproved Extraordinary Call, and the Managing General Partner Manager shall cover such shortfall in funds by Partnership Company borrowings. An Extraordinary Funding may be made by agreement of the General Partners Members either as a loan by the Partners Members to the Partnership Company (any such loan, an "EXTRAORDINARY LOANExtraordinary Loan") or a supplementary capital contribution by the Partners Members to the Partnership Company (any such contribution, an "EXTRAORDINARY CAPITAL CONTRIBUTIONExtraordinary Capital Contribution"). Each Partner Member shall contribute its share of such Extraordinary Capital Contribution or Extraordinary Loan, as the case may be, in immediately available funds on or before the due date to which the Partners Members agreed in the Extraordinary Call. If the General Partners Members agree to make an Extraordinary Loan, (x) each Partner Member shall loan to the Partnership Company the amount of such PartnerMember's share as determined above with interest equal to either a rate agreed to by the General Partners Members or, if there is no such agreement, then the 10-year treasury rate plus two percent (2%) per annum as of the date the Extraordinary Loan is made, (y) the Annual Budget portion of the Annual Plan shall be amended to reflect such loan, and (z) such loan (including interest accrued thereon) shall be repaid from Net Cash Flow from Operations or Net Cash from Sales or Refinancings. Any Net Cash Flow from Operations or any Net Cash from Sales or Refinancings shall be applied to each PartnerMember's unpaid Extraordinary Loan in proportion to each PartnerMember's Percentage Interest.