Funding Shortfalls. The parties acknowledge that the uses of HUD- Insured Loan Funds, Subordinate Loan Proceeds, Seller Loan Proceeds, and Tax Credit Equity are restricted in accordance with the applicable statutes, regulations, administrative, and contractual requirements governing the allocation and disbursement of such funds. Due to the restrictions on funding with respect to the various sources of funds required under this Agreement, and due to the limitations on the amounts of disbursements of Subordinate Loan Proceeds, Tax Credit Equity, and HUD-Insured Loan Funds provided in this Agreement, there may be instances when Subordinate Loan Proceeds, Tax Credit Equity, and HUD-Insured Loan Funds cannot be used to fund certain payments required in an approved Draw Request. Any payments which are required to be made in connection with an approved Draw Request, and for which available Subordinate Loan Proceeds, Tax Credit Equity, and HUD-Insured Loan Funds, or any combination thereof, may not be used or have otherwise been fully funded, are referred to as "Funding Shortfalls". The Borrower shall be solely responsible for paying any Funding Shortfalls and shall deposit with the HUD Mortgagee or Title Company (if the approved Draw Request is to be funded through the Title Company), as applicable, on or before the date of funding by the other Lender(s) hereunder, funds sufficient to pay any such Funding Shortfalls to enable the HUD Mortgagee or the Title Company, as applicable, to pay in full all payees identified in the approved Draw Documentation.
Funding Shortfalls. (1) The Company shall, in good faith and acting reasonably, promptly following (and in any event within 2 Business Days of): (x) the date of a Monthly Report indicating a Funding Shortfall; or (y) a Funding Shortfall Determination Date) deliver a written notice (a "Funding Shortfall Consultation Notice") to and consult with Glencore on the amount, nature and terms (including the exercise price) of any Short Term Debt Financing or Rights Offering. For the avoidance of doubt, the Company may propose alternatives to a Short Term Debt Financing or Rights Offering for Glencore to consider during the course of any such consultations.
Funding Shortfalls. If as a result of a default by a Defaulting Stockholder and after giving effect to Section 7.4 above, the Funded Subscriptions of all Stockholders is less than the Aggregate Subscriptions of such Stockholders, then the Board may give notice of such shortfall to all Non-Defaulting Stockholders, and such Non-Defaulting Stockholders shall within twenty (20) days of such notice have the right, but not the obligation, to fund their Proportionate Share of the additional required funding. Each Non-Defaulting Stockholder who elects to participate shall acquire its adjusted Proportionate Share (the respective percentage which the shares owned by each participating Non-Defaulting Stockholder bears to the total number of shares of all participating Non-Defaulting Stockholders) of the additional shares of Common Stock represented by such additional funding. All such additional shares acquired with such additional funding shall be shares of Class C Common Stock which shall be acquired at a price determined by the Board.
Funding Shortfalls
