Common use of Failure to Make Contributions Clause in Contracts

Failure to Make Contributions. (a) If any Partner fails to make any required cash contribution when due pursuant to Section 6.1 (a "Nonfunding Partner"), the other Partner may, in its discretion, elect to make a cash contribution in the amount of all or a portion of the unfunded portion of the required contribution, in which event the funding Partner's ("Funding Partner") Capital Account shall be adjusted as follows: for every $1.00 of the unfunded portion of such required contribution funded by the Funding Partner, the Funding Partner shall receive an increase of $1.00 in its Capital Account. (b) In addition, at the end of each fiscal year, each Partner's Actual Cumulative Funding Percentage will be compared with its Required Cumulative Funding Percentage. In the event that such Partner's Actual Cumulative Funding Percentage is less than its Required Cumulative Funding Percentage, such Partner's Profit Participation shall be adjusted at the beginning of the next fiscal year such that the Nonfunding Partner's Profit Participation will be (i) decreased 1 percentage point for each 1 percentage point shortfall in the event the Nonfunding Partner's total cumulative funding exceeds that of Funding Partner and (ii) will be decreased 2 percentage points for every 1 percentage point (the "dilution ratio") in the event that the Nonfunding Partner's total cumulative funding is less than that of the Funding Partner. The Funding Partner will receive a corresponding increase in its Profit Participation. An example is attached as Exhibit E. (c) In any fiscal year in which the Starwave Partner's Profit Participation falls below 25%, their control rights under this Agreement and the Services Agreement shall be suspended, such that, for example, the Starwave Partner shall not have a vote in any of the matters that previously required the unanimous approval of the Advisory Committee. This right would be reinstated in the event that Starwave Partner's Profit Participation again rises above 25%, subject to subsequent suspension if Starwave Partner's Profit Participation again falls below 25%. (d) Prior to the end of the first fiscal year in which the Partnership derives Net Income (i.e., as opposed to a Net Loss year), a Nonfunding Partner shall be entitled to make capital contributions up to its Required Cumulative Funding Percentage as well as additional funding necessary to equalize the results of the cumulative overfunding by the Funding Partner at the same dilution ratio (as defined above) and adjust its Profit Participation upward; provided, however, at the end of the first fiscal year in which the Partnership derives Net Income, while a Nonfunding Partner may make capital contributions to maintain its Actual Cumulative Funding Percentage, it shall not be entitled to make capital contributions to equalize the results of the cumulative overfunding by the Funding Partner. (e) In the event that Starwave Partner's Profit Participation falls below 25% and Starwave Partner desires to fund a subsequent required cash contribution and is unable to access capital on reasonable terms as determined by the independent audit committee of the Board of Directors of Starwave Partner given the Company's financial condition and said terms would cause an adverse impact on Starwave Partner's financial condition, Disney Partner will loan Starwave Partner the necessary funds at an interest rate equal to the then prime rate plus 1% for a twelve month term. If the loan is not repaid with accrued interest thereon at the end of the twelve month period, such amounts will be credited to Disney Partner's Capital Account and the Disney Partner's Actual Cumulative Percentage would be adjusted at the beginning of the next fiscal year as if Disney Partner had actually funded the Partnership instead of making the loan to Starwave Partner.

Failure to Make Contributions. (a) If any Partner fails to make any required cash contribution when due pursuant to Section 6.1 (a "Nonfunding Partner"), the other Partner may, in its discretion, elect to make a cash contribution in the amount of all or a portion of the unfunded portion of the required contribution, in which event the funding Partner's ("Funding Partner") Capital Account shall be adjusted as follows: for every $1.00 of the unfunded portion of such required contribution funded by the Funding Partner, the Funding Partner shall receive an increase of $1.00 in its Capital Account. (b) In addition, at the end of each fiscal year, each Partner's Actual Cumulative Funding Percentage will be compared with its Required Cumulative Funding Percentage. In the event that such Partner's Actual Cumulative Funding Percentage is less than its Required Cumulative Funding Percentage, such Partner's Profit Participation shall be adjusted at the beginning of the next fiscal year such that the Nonfunding Partner's Profit Participation will be (i) decreased 1 percentage point for each 1 percentage point shortfall in the event the Nonfunding Partner's total cumulative funding exceeds that of Funding Partner and (ii) will be decreased 2 percentage points for every 1 percentage point (the "dilution ratio") in the event that the Nonfunding Partner's total cumulative funding is less than that of the Funding Partner. The Funding Partner will receive a corresponding increase in its Profit Participation. An example is attached as Exhibit E. (c) In any fiscal year in which the Starwave Partner's Profit Participation falls below 25%, their control rights under this Agreement and the Services Agreement shall be suspended, such that, for example, the Starwave Partner shall not have a vote in any of the matters that previously required the unanimous approval of the Advisory Committee. This right would be reinstated in the event that Starwave Partner's Profit Participation again rises above 25%, subject to subsequent suspension if Starwave Partner's Profit Participation again falls below 25%. (d) Prior to the end of the first fiscal year in which the Partnership derives Net Income (i.e., as opposed to a Net Loss year), a Nonfunding Partner shall be entitled to make capital contributions up to its Required Cumulative Funding Percentage as well as additional funding necessary to equalize the results of the cumulative overfunding by the Funding Partner at the same dilution ratio (as defined above) and adjust its Profit Participation upward; provided, however, at the end of the first fiscal year in which the Partnership derives Net Income, while a Nonfunding Partner may make capital contributions to maintain its Actual Cumulative Funding Percentage, it shall not be entitled to make capital contributions to equalize the results of the cumulative overfunding by the Funding Partner. (e) In the event that Starwave Partner's Profit Participation falls below 25% and Starwave Partner desires to fund a subsequent required cash contribution and is unable to access capital on reasonable terms as determined by the independent audit committee of the Board of Directors of Starwave Partner given the Company's financial condition condition, and said terms would cause an adverse impact on Starwave Partner's financial condition, Disney Partner will loan Starwave Partner the necessary funds at an interest rate equal to the then prime rate plus 1% for a twelve month term. If the loan is not repaid with accrued interest thereon at the end of the twelve month period, such amounts will be credited to Disney Partner's Capital Account and the Disney Partner's Actual Cumulative Percentage would be adjusted at the beginning of the next fiscal year as if Disney Partner had actually funded the Partnership instead of making the loan to Starwave Partner.