Common use of Funding of Additional Cash Requirements Clause in Contracts

Funding of Additional Cash Requirements. A. If the Company or the Owner Entity, other than an Additional Property Owner Entity (which is addressed by Section 3.4.B), experiences a Cash Shortfall (other than to the extent that the Company's Cash Shortfall is attributable solely to an Additional Property Owner Entity, which is addressed in Section 3.4.B), the Manager shall have the right to provide written notice of such Cash Shortfall to the Members (a "CASH SHORTFALL NOTICE"). Upon receipt of the Cash Shortfall Notice, the Members may upon mutual consent elect to (a) make an Additional Capital Contribution in proportion to their respective Percentage Interests to cover the Cash Shortfall, or (b) make Cash Shortfall Loans to the Owner Entity in the amount of the Cash Shortfall and in proportion to the Member's respective Percentage Interests on the terms provided in Section 3.4.C. If the Members do not agree to make such Additional Capital Contributions or Cash Shortfall Loans, Inland shall promptly make (or cause an Affiliate or other Person selected by it to make) a Cash Shortfall Loan to the Owner Entity in the amount of the Cash Shortfall on the terms provided in Section 3.4.C. If Inland does not promptly make or cause an Affiliate or other Person selected by it to make a Cash Shortfall Loan pursuant to this Section 3.4.A, Cordish shall have the right, but not the obligation, to fund the amount of such loan (a "DEFAULT LOAN"), which shall constitute a loan by Cordish to Inland, which shall be a recourse demand obligation of Inland and which shall bear interest at the rate of 20% per annum, compounded monthly. All distributions of Net Cash Flow or Net Proceeds of a Capital Transaction or repayments by the Company of any Cash Shortfall Loans otherwise payable to Inland shall be made instead to Cordish until all Default Loans (including accrued and unpaid interest) made by Cordish have been repaid in full. For the avoidance of doubt, any distributions or payments that would have otherwise been distributed or paid to Inland but are paid to Cordish in accordance with any Default Loan made pursuant to this Section 3.4A shall, for all other purposes of this Agreement, be deemed to have been distributed or paid to Inland. B. If any Additional Property Owner Entity experiences a Cash Shortfall, or to the extent the Company experiences a Cash Shortfall attributable solely to one or more Additional Property Owner Entities, either Member shall have the right to provide written notice of such Cash Shortfall to the Members (a "CASH SHORTFALL NOTICE"). Upon receipt of the Cash Shortfall Notice, the Members may upon mutual consent elect to (a) make an Additional Capital Contribution in proportion to their respective Percentage Interests to cover the Cash Shortfall, or (b) make Cash Shortfall Loans to the Additional Property Owner Entity in the amount of the Cash Shortfall and in proportion to the Member's respective Percentage Interests on the terms provided in Section 3.4.C. If the Members do not agree to make such Additional Capital Contributions or Cash Shortfall Loans, Cordish shall promptly make (or cause an Affiliate or other Person selected by it to make) a Cash Shortfall Loan to the Additional Property Owner Entity in the amount of the Cash Shortfall on the terms provided in Section 3.4.C. If Cordish does not promptly make or cause an Affiliate or other Person selected by it to make a Cash Shortfall Loan pursuant to this Section 3.4.B, Inland shall have the right, but not the obligation, to fund the amount of such loan (a "DEFAULT LOAN"), which shall constitute a loan by Inland to Cordish, which shall be a recourse demand obligation of Cordish and which shall bear interest at the rate of 20% per annum, compounded monthly. All distributions of Net Cash Flow or Net Proceeds of a Capital Transaction or repayment by the Company of any Cash Shortfall Loans otherwise payable to Cordish shall be made instead to Inland until all Default Loans (including accrued and unpaid interest) made by Inland have been repaid in full. In addition, if all Default Loans made by Inland are not repaid in full within six (6) months, Cordish shall have no management and/or voting rights (including, but not limited to, those provided in Section 6.1.D) with respect to any Existing Property or Owner Entity pursuant to the provisions hereof until all Default Loans made by Inland have been repaid in full. For the avoidance of doubt, any distributions or payments that would have otherwise been distributed or paid to Cordish but are paid to Inland in accordance with any Default Loan made pursuant to this Section 3.4.B shall, for all other purposes of this Agreement, be deemed to have been distributed or paid to Cordish. C. Cash Shortfall Loans, if any, made pursuant to this Section 3.4 shall: (i) be evidenced by a written promissory note containing customary terms and conditions in a form attached hereto as EXHIBIT D, (ii) bear interest at the rate of 12% per annum, shall compound monthly and shall accrue until maturity and (iii) mature on the earlier of the date that is five (5) years after the initial funding of such loan or the occurrence of a Capital Transaction with respect to the Owner Entity or Additional Property Owner Entity that is the obligor on such Cash Shortfall Loan. D. If, at any time or from time to time, the Company or the Owner Entity requires additional funds, the Manager may cause the Owner Entity to borrow the required additional funds from any Person or Persons, provided that such borrowing is an Approved Financing. E. The Members hereby covenant and agree to structure any Cash Shortfall Loans made pursuant to the terms of this Agreement so that such loans satisfy the "Straight Debt Safe Harbor" under Code Section 856(c)(7) and the Treasury Regulations promulgated thereunder.

Funding of Additional Cash Requirements. A. If the Company or the Owner Entity, other than an Additional Property Owner Entity (which is addressed by Section 3.4.B), experiences a Cash Shortfall (other than to the extent that the Company's Cash Shortfall is attributable solely to an Additional Property Owner Entity, which is addressed in Section 3.4.B), the Manager shall have the right to provide written notice of such Cash Shortfall to the Members (a "CASH SHORTFALL NOTICE"). Upon receipt of the Cash Shortfall Notice, the Members may upon mutual consent elect to (a) make an Additional Capital Contribution in proportion to their respective Percentage Interests to cover the Cash Shortfall, or (b) make Cash Shortfall Loans to the Owner Entity in the amount of the Cash Shortfall and in proportion to the Member's respective Percentage Interests on the terms provided in Section 3.4.C. If the Members do not agree to make such Additional Capital Contributions or Cash Shortfall Loans, Inland shall promptly make (or cause an Affiliate or other Person selected by it to make) a Cash Shortfall Loan to the Owner Entity in the amount of the Cash Shortfall on the terms provided in Section 3.4.C. If Inland does not promptly make or cause an Affiliate or other Person selected by it to make a Cash Shortfall Loan pursuant to this Section 3.4.A, Cordish shall have the right, but not the obligation, to fund the amount of such loan (a "DEFAULT LOAN"), which shall constitute a loan by Cordish to Inland, which shall be a recourse demand obligation of Inland and which shall bear interest at the rate of 20% per annum, compounded monthly. All distributions of Net Cash Flow or Net Proceeds of a Capital Transaction or repayments by the Company of any Cash Shortfall Loans otherwise payable to Inland shall be made instead to Cordish until all Default Loans (including accrued and unpaid interest) made by Cordish have been repaid in full. For the avoidance of doubt, any distributions or payments that would have otherwise been distributed or paid to Inland but are paid to Cordish in accordance with any Default Loan made pursuant to this Section 3.4A shall, for all other purposes of this Agreement, be deemed to have been distributed or paid to Inland. B. If any Additional Property Owner Entity experiences a Cash Shortfall, or to the extent the Company experiences a Cash Shortfall attributable solely to one or more Additional Property Owner Entities, either Member shall have the right to provide written notice of such Cash Shortfall to the Members (a "CASH SHORTFALL NOTICE"). Upon receipt of the Cash Shortfall Notice, the Members may upon mutual consent elect to (a) make an Additional Capital Contribution in proportion to their respective Percentage Interests to cover the Cash Shortfall, or (b) make Cash Shortfall Loans to the Additional Property Owner Entity in the amount of the Cash Shortfall and in proportion to the Member's respective Percentage Interests on the terms provided in Section 3.4.C. If the Members do not agree to make such Additional Capital Contributions or Cash Shortfall Loans, Cordish shall promptly make (or cause an Affiliate or other Person selected by it to make) a Cash Shortfall Loan to the Additional Property Owner Entity in the amount of the Cash Shortfall on the terms provided in Section 3.4.C. If Cordish does not promptly make or cause an Affiliate or other Person selected by it to make a Cash Shortfall Loan pursuant to this Section 3.4.B, Inland shall have the right, but not the obligation, to fund the amount of such loan (a "DEFAULT LOAN"), which shall constitute a loan by Inland to Cordish, which shall be a recourse demand obligation of Cordish and which shall bear interest at the rate of 20% per annum, compounded monthly. All distributions of Net Cash Flow or Net Proceeds of a Capital Transaction or repayment by the Company of any Cash Shortfall Loans otherwise payable to Cordish shall be made instead to Inland until all Default Loans (including accrued and unpaid interest) made by Inland have been repaid in full. In addition, if all Default Loans made by Inland are not repaid in full within six (6) months, Cordish shall have no management and/or voting rights (including, but not limited to, to those provided in Section 6.1.D) with respect to any Existing Property or Owner Entity pursuant to the provisions hereof until all Default Loans made by Inland have been repaid in full. For the avoidance of doubt, any distributions or payments that would have otherwise been distributed or paid to Cordish but are paid to Inland in accordance with any Default Loan made pursuant to this Section 3.4.B shall, for all other purposes of this Agreement, be deemed to have been distributed or paid to Cordish. C. Cash Shortfall Loans, if any, made pursuant to this Section 3.4 shall: (i) be evidenced by a written promissory note containing customary terms and conditions in a form -18- attached hereto as EXHIBIT D, (ii) bear interest at the rate of 12% per annum, shall compound monthly and shall accrue until maturity and (iii) mature on the earlier of the date that is five (5) years after the initial funding of such loan or the occurrence of a Capital Transaction with respect to the Owner Entity or Additional Property Owner Entity that is the obligor on such Cash Shortfall Loan. D. If, at any time or from time to time, the Company or the Owner Entity requires additional funds, the Manager may cause the Owner Entity to borrow the required additional funds from any Person or Persons, provided that such borrowing is an Approved Financing. E. The Members hereby covenant and agree to structure any Cash Shortfall Loans made pursuant to the terms of this Agreement so that such loans satisfy the "Straight Debt Safe Harbor" under Code Section 856(c)(7) and the Treasury Regulations promulgated thereunder.

Funding of Additional Cash Requirements. A. If the Company or the Owner Entity, other than an Additional Property Owner Entity (which is addressed by Section 3.4.B), experiences a Cash Shortfall (other than to the extent that the Company's Cash Shortfall is attributable solely to an Additional Property Owner Entity, which is addressed in Section 3.4.B), the Manager shall have the right to provide written notice of such Cash Shortfall to the Members (a "CASH SHORTFALL NOTICE"). Upon receipt of the Cash Shortfall Notice, the Members may upon mutual consent elect to (a) make an Additional Capital Contribution in proportion to their respective Percentage Interests to cover the Cash Shortfall, or (b) make Cash Shortfall Loans to the Owner Entity in the amount of the Cash Shortfall and in proportion to the Member's respective Percentage Interests on the terms provided in Section 3.4.C. If the Members do not agree to make such Additional Capital Contributions or Cash Shortfall Loans, Inland shall promptly make (or cause an Affiliate or other Person selected by it to make) a Cash Shortfall Loan to the Owner Entity in the amount of the Cash Shortfall on the terms provided in Section 3.4.C. If Inland does not promptly make or cause an Affiliate or other Person selected by it to make a Cash Shortfall Loan pursuant to this Section 3.4.A, Cordish shall have the right, but not the obligation, to fund the amount of such loan (a "DEFAULT LOAN"), which shall constitute a loan by Cordish to Inland, which shall be a recourse demand obligation of Inland and which shall bear interest at the rate of 20% per annum, compounded monthly. All distributions of Net Cash Flow or Net Proceeds of a Capital Transaction or repayments by the Company of any Cash Shortfall Loans otherwise payable to Inland shall be made instead to Cordish until all Default Loans (including accrued and unpaid interest) made by Cordish have been repaid in full. For the avoidance of doubt, any distributions or payments that would have otherwise been distributed or paid to Inland but are paid to Cordish in accordance with any Default Loan made pursuant to this Section 3.4A shall, for all other purposes of this Agreement, be deemed to have been distributed or paid to Inland. B. If any Additional Property Owner Entity experiences a Cash Shortfall, or to the extent the Company experiences a Cash Shortfall attributable solely to one or more Additional Property Owner Entities, either Member shall have the right to provide written notice of such Cash Shortfall to the Members (a "CASH SHORTFALL NOTICE"). Upon receipt of the Cash Shortfall Notice, the Members may upon mutual consent elect to (a) make an Additional Capital Contribution in proportion to their respective Percentage Interests to cover the Cash Shortfall, or (b) make Cash Shortfall Loans to the Additional Property Owner Entity in the amount of the Cash Shortfall and in proportion to the Member's respective Percentage Interests on the terms provided in Section 3.4.C. If the Members do not agree to make such Additional Capital Contributions or Cash Shortfall Loans, Cordish shall promptly make (or cause an Affiliate or other Person selected by it to make) a Cash Shortfall Loan to the Additional Property Owner Entity in the amount of the Cash Shortfall on the terms provided in Section 3.4.C. If Cordish does not promptly make or cause an Affiliate or other Person selected by it to make a Cash Shortfall Loan pursuant to this Section 3.4.B, Inland shall have the right, but not the obligation, to fund the amount of such loan (a "DEFAULT LOAN"), which shall constitute a loan by Inland to Cordish, which shall be a recourse demand obligation of Cordish and which shall bear interest at the rate of 20% per annum, compounded monthly. All distributions of Net Cash Flow or Net Proceeds of a Capital Transaction or repayment repayment, by the Company of any Cash Shortfall Loans otherwise payable to Cordish shall be made instead to Inland until all Default Loans (including accrued and unpaid interest) made by Inland have been repaid in full. In addition, if all Default Loans made by Inland are not repaid in full within six (6) months, Cordish shall have no management and/or voting rights (including, but not limited to, those provided in Section 6.1.D) with respect to any Existing Property or Owner Entity pursuant to the provisions hereof until all Default Loans made by Inland have been repaid in full. For the avoidance of doubt, any distributions or payments that would have otherwise been distributed or paid to Cordish but are paid to Inland in accordance with any Default Loan made pursuant to this Section 3.4.B shall, for all other purposes of this Agreement, be deemed to have been distributed or paid to Cordish. C. Cash Shortfall Loans, if any, made pursuant to this Section 3.4 shall: (i) be evidenced by a written promissory note containing customary terms and conditions in a form attached hereto as EXHIBIT D, (ii) bear interest at the rate of 12% per annum, shall compound monthly and shall accrue until maturity and (iii) mature on the earlier of the date that is five (5) years after the initial funding of such loan or the occurrence of a Capital Transaction with respect to the Owner Entity or Additional Property Owner Entity that is the obligor on such Cash Shortfall Loan. D. If, at any time or from time to time, the Company or the Owner Entity requires additional funds, the Manager may cause the Owner Entity to borrow the required additional funds from any Person or Persons, provided that such borrowing is an Approved Financing. E. The Members hereby covenant and agree to structure any Cash Shortfall Loans made pursuant to the terms of this Agreement so that such loans satisfy the "Straight Debt Safe Harbor" under Code Section 856(c)(7) and the Treasury Regulations promulgated thereunder.

Funding of Additional Cash Requirements. A. If the Company or the any Owner Entity, other than an Additional Property Owner Entity (which is addressed by Section 3.4.B), experiences a Cash Shortfall (other than to the extent that the Company's Cash Shortfall is attributable solely to an Additional Property Owner Entity, which is addressed in Section 3.4.B), the Manager shall have the right to provide written notice of such Cash Shortfall to the all other Members (a "CASH SHORTFALL NOTICE"). Upon receipt of the Cash Shortfall Notice, the Members may may, upon mutual consent unanimous consent, elect to (a) make an Additional Capital Contribution in proportion to their respective Percentage Interests to cover the Cash Shortfall, or (b) make Cash Shortfall Loans to the Owner Entity in the amount of the Cash Shortfall and in proportion to the Member's respective Percentage Interests on the terms provided in Section 3.4.C. If the Members do not agree to make such Additional Capital Contributions or Cash Shortfall Loans, Inland shall promptly make (or cause an Affiliate or other Person selected by it to make) a Cash Shortfall Loan to the Owner Entity in the amount of the Cash Shortfall on the terms provided in Section 3.4.C. If Inland does not promptly make or cause an Affiliate or other Person selected by it to make a Cash Shortfall Loan pursuant to this Section 3.4.A, Cordish either or both of the Associate Members shall have the right, but not the obligation, to fund the amount of such loan (a "DEFAULT LOAN"), which shall constitute a loan by Cordish such funding Associate Member to Inland, which shall be a recourse demand obligation of Inland and which shall bear interest at the rate of 20% per annum, compounded monthly. All distributions of Net Cash Flow or Net Proceeds of a Capital Transaction or repayments by the - 17 - Company of any Cash Shortfall Loans otherwise payable to Inland shall be made instead to Cordish such funding Associate Member until all Default Loans (including accrued and unpaid interest) made by Cordish such funding Associate Member have been repaid in full. For the avoidance of doubt, any distributions or payments that would have otherwise been distributed or paid to Inland but are paid to Cordish such funding Associate Member in accordance with any Default Loan made pursuant to this Section 3.4A 3.4.A shall, for all other purposes of this Agreement, be deemed to have been distributed or paid to Inland. B. If any Additional Property Owner Entity experiences a Cash Shortfall, or to the extent the Company experiences a Cash Shortfall attributable solely to one or more Additional Property Owner Entities, either any Member shall have the right to provide written notice of such Cash Shortfall to the all other Members (a "CASH SHORTFALL NOTICE"). Upon receipt of the Cash Shortfall Notice, the Members may upon mutual consent elect to (a) make an Additional Capital Contribution in proportion to their respective Percentage Interests to cover the Cash Shortfall, or (b) make Cash Shortfall Loans to the Additional Property Owner Entity in the amount of the Cash Shortfall and in proportion to the Member's respective Percentage Interests on the terms provided in Section 3.4.C. If the Members do not agree to make such Additional Capital Contributions or Cash Shortfall Loans, (a) Cordish shall promptly make (or cause an Affiliate or other Person selected by it to make) a Cash Shortfall Loan to the Additional Property Owner Cordish Managed Entity in the amount of the Cash Shortfall on the terms provided in Section 3.4.C. and (b) CRC shall promptly make (or cause an Affiliate or other Person selected by it to make) a Cash Shortfall Loan to the CRC Managed Entity in the amount of the Cash Shortfall on the terms provided in Section 3.4.C. If Cordish the applicable Associate Member does not promptly make or cause an Affiliate or other Person selected by it to make a Cash Shortfall Loan pursuant to this Section 3.4.B, Inland shall have the right, but not the obligation, to fund the amount of such loan (a "DEFAULT LOAN"), which shall constitute a loan by Inland to CordishCordish or CRC, as the case may be, which shall be a non-recourse demand obligation of Cordish or CRC, as the case may be, and which shall bear interest at the rate of 20% per annum, compounded monthly. All distributions of Net Cash Flow or Net Proceeds of a Capital Transaction or repayment by the Company of any Cash Shortfall Loans otherwise payable to Cordish or CRC, as the case may be, shall be made instead to Inland until all Default Loans (including accrued and unpaid interest) made by Inland have been repaid in full. In addition, if all Default Loans made by Inland are not repaid in full within six (6) months, Cordish the Associate Member on whose behalf the Default Loan was made shall have no management and/or voting rights (including, but not limited to, to those provided in Section 6.1.D) with respect to any the Existing Property Properties or Owner Entity Entities pursuant to the provisions hereof until all such Default Loans made by Inland have been repaid in full. For the avoidance of doubt, any distributions or payments that would have otherwise been distributed or paid to Cordish or CRC, as the case may be, but are paid to Inland in accordance with any Default Loan made pursuant to this Section 3.4.B shall, for all other purposes of this Agreement, be deemed to have been distributed or paid to CordishCordish or CRC, as the case may be. C. Cash Shortfall Loans, if any, made pursuant to this Section 3.4 shall: (i) be evidenced by a written promissory note containing customary terms and conditions in a form attached hereto as EXHIBIT D, (ii) bear interest at the rate of 12% per annum, shall compound monthly and shall accrue until maturity and (iii) mature on the earlier of the date that is five (5) years after the initial funding of such loan or the occurrence of a Capital Transaction with respect to the Owner Entity or Additional Property Owner Entity that is the obligor on such Cash Shortfall Loan. D. If, at any time or from time to time, the Company or the an Owner Entity requires additional funds, the Manager may cause the Owner Entity to borrow the required additional funds from any Person or Persons, provided that such borrowing is an Approved Financing. E. The Members hereby covenant and agree to structure any Cash Shortfall Loans made pursuant to the terms of this Agreement so that such loans satisfy the "Straight Debt Safe Harbor" under Code Section 856(c)(7) and the Treasury Regulations promulgated thereunder.

Funding of Additional Cash Requirements. A. If the Company or the Owner Entity, other than an Additional Property Owner Entity (which is addressed by Section 3.4.B), experiences a Cash Shortfall (other than to the extent that the Company's Cash Shortfall is attributable solely to an Additional Property Owner Entity, which is addressed in Section 3.4.B), the Manager shall have the right to provide written notice of such Cash Shortfall to the Members (a "CASH SHORTFALL NOTICE"). Upon receipt of the Cash Shortfall Notice, the Members may upon mutual consent elect to (a) make an Additional Capital Contribution in proportion to their respective Percentage Interests to cover the Cash Shortfall, or (b) make Cash Shortfall Loans to the Owner Entity in the amount of the Cash Shortfall and in proportion to the Member's respective Percentage Interests on the terms provided in Section 3.4.C. If the Members do not agree to make such Additional Capital Contributions or Cash Shortfall Loans, Inland shall promptly make (or cause an Affiliate or other Person selected by it to make) a Cash Shortfall Loan to the Owner Entity in the amount of the Cash Shortfall on the terms provided in Section 3.4.C. If Inland does not promptly make or cause an Affiliate or other Person selected by it to make a Cash Shortfall Loan pursuant to this Section 3.4.A, Cordish shall have the right, but not the obligation, to fund the amount of such loan (a "DEFAULT LOAN"), which shall constitute a loan by Cordish to Inland, which shall be a recourse demand obligation of Inland and which shall bear interest at the rate of 20% per annum, compounded monthly. All distributions of Net Cash Flow or Net Proceeds of a Capital Transaction or repayments by the Company of any Cash Shortfall Loans otherwise payable to Inland shall be made instead to Cordish until all Default Loans (including accrued and unpaid interest) made by Cordish have been repaid in full. For the avoidance of doubt, any distributions or payments that would have otherwise been distributed or paid to Inland but are paid to Cordish in accordance with any Default Loan made pursuant to this Section 3.4A shall, for all other purposes of this Agreement, be deemed to have been distributed or paid to Inland. B. If any Additional Property Owner Entity experiences a Cash Shortfall, or to the extent the Company experiences a Cash Shortfall attributable solely to one or more Additional Property Owner Entities, either Member shall have the right to provide written notice of such Cash Shortfall to the Members (a "CASH SHORTFALL NOTICE"). Upon receipt of the Cash Shortfall Notice, the Members may upon mutual consent elect to (a) make an Additional Capital Contribution in proportion to their respective Percentage Interests to cover the Cash Shortfall, or (b) make Cash Shortfall Loans to the Additional Property Owner Entity in the amount of the Cash Shortfall and in proportion to the Member's respective Percentage Interests on the terms provided in Section 3.4.C. If the Members do not agree to make such Additional Capital Contributions or Cash Shortfall Loans, Cordish shall promptly make (or cause an Affiliate or other Person selected by it to make) a Cash Shortfall Loan to the Additional Property Owner Entity in the amount of the Cash Shortfall on the terms provided in Section 3.4.C. If Cordish does not promptly make or cause an Affiliate or other Person selected by it to make a Cash Shortfall Loan pursuant to this Section 3.4.B, Inland shall have the right, but not the obligation, to fund the amount of such loan (a "DEFAULT LOAN"), which shall constitute a loan by Inland to Cordish, which shall be a recourse demand obligation of Cordish and which shall bear interest at the rate of 20% per annum, compounded monthly. All distributions of Net Cash Flow or Net Proceeds of a Capital Transaction or repayment by the Company of any Cash Shortfall Loans otherwise payable to Cordish shall be made instead to Inland until all Default Loans (including accrued and unpaid interest) made by Inland have been repaid in full. In addition, if all Default Loans made by Inland are not repaid in full within six (6) months, Cordish shall have no management and/or voting rights (including, including but not limited to, to those provided in Section 6.1.D) with respect to any Existing Property or Owner Entity pursuant to the provisions hereof until all Default Loans made by Inland have been repaid in full. For the avoidance of doubt, any distributions or payments that would have otherwise been distributed or paid to Cordish but are paid to Inland in accordance with any Default Loan made pursuant to this Section 3.4.B shall, for all other purposes of this Agreement, be deemed to have been distributed or paid to Cordish. C. Cash Shortfall Loans, if any, made pursuant to this Section 3.4 shall: (i) be evidenced by a written promissory note containing customary terms and conditions in a form attached hereto as EXHIBIT D, (ii) bear interest at the rate of 12% per annum, shall compound monthly and shall accrue until maturity and (iii) mature on the earlier of the date that is five (5) years after the initial funding of such loan or the occurrence of a Capital Transaction with respect to the Owner Entity or Additional Property Owner Entity that is the obligor on such Cash Shortfall Loan. D. If, at any time or from time to time, the Company or the Owner Entity requires additional funds, the Manager may cause the Owner Entity to borrow the required additional funds from any Person or Persons, provided that such borrowing is an Approved Financing. E. The Members hereby covenant and agree to structure any Cash Shortfall Loans made pursuant to the terms of this Agreement so that such loans satisfy the "Straight Debt Safe Harbor" under Code Section 856(c)(7) and the Treasury Regulations promulgated thereunder.