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.

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.