Common use of Loan Provisions Clause in Contracts

Loan Provisions. Each Member shall cooperate to amend this Agreement and the Certificate of Formation (and or to cause the Company to amend the organizational documents of any Subsidiary of the Company) if required to comply with the requirements of any lender providing mortgage financing to the Company or any Subsidiary of the Company in accordance with this Agreement, provided that no such amendment shall reduce the rights or increase the obligations of the Members under this Agreement. No Member will be required to guaranty debt, except that (a) to the extent a mutually approved construction loan requires guarantees of the repayment of the loan, Liberty and Comcast shall (subject to Section 7.02(f)) each provide joint and several guarantees and (b) Liberty shall provide a completion guaranty if required by the construction lender, provided that the obligations thereunder shall be no more onerous on Liberty than the Development Agreement. At any time while any Member has potential liability under so called non-recourse carve-outs, the Company and its Subsidiaries shall not be authorized to take any action that would result in the triggering of liability under the non-recourse carve-outs, without the prior approval of all of the Members, which may be withheld for any reason or no reason. Without limiting the generality of the foregoing, at any time while any Member has potential liability under so called non-recourse carve-outs: (i) without the consent of the Members, the Company shall not be authorized to commence, on behalf of the Company or any Subsidiary, any voluntary proceeding for bankruptcy, reorganization or similar relief, or to consent to any involuntary petition for such relief; (ii) the Members expressly waive any rights that they may have at any time, whether under a theory of fiduciary duty or under any other legal or equitable principle, to compel the Company or any Subsidiary to take any action that would trigger liability under non-recourse carve-outs, including, without limitation, commencing a voluntary bankruptcy proceeding or consenting to any involuntary petition or relief in connection therewith; and (iii) the Members agree that they themselves shall not initiate an involuntary bankruptcy proceeding with respect to the Company or any of its Subsidiaries.

Loan Provisions. Each Member The following provisions shall cooperate apply to amend this Agreement and the Certificate of Formation (and or to cause the Company to amend the organizational documents of any Subsidiary of the Company) if required to comply with the requirements of any lender providing mortgage financing loan made to the Company or any Subsidiary of the Company in accordance with this Agreement, provided that no such amendment shall reduce the rights or increase the obligations of the Members under this Agreement. No Member will be required to guaranty debt, except that Trust fund: (a) The loan must be at a reasonable rate of interest, for a specific period of time, and shall not be payable on demand; (b) Any collateral pledged to the extent a mutually approved construction loan requires guarantees creditor by the Trust shall consist only of the assets purchased with the borrowed funds (although in addition to such collateral, the Company may guarantee repayment of the loan); (c) Under the terms of the loan, Liberty the creditor shall have no recourse against the Trust except with respect to such collateral; (d) The loan shall be repaid only from those amounts con-tributed by the Company to the Trust and Comcast from amounts earned on Trust investments; (e) The Company must contribute to the Trust amounts suf-ficient to enable the Trust to pay each installment of principal and interest on the loan on or before the date such installment is due, even if no tax benefit results from such contribution; and (f) Upon the repayment of any portion of the balance due on the loan, the assets originally pledged as collateral for such portion shall be released from encumbrance. Released shares shall be allocated to the accounts of participants during the fiscal year such portion is paid off. Such allocation shall be made in the same manner provided under the Plan for allocating shares when no loan is involved. (g) Any such loans shall be effected primarily in the interest of participants and their beneficiaries. (h) Notwithstanding the foregoing, in the event an exempt loan is effected it shall be subject to Section 7.02(f)) each provide joint the following additional provisions and several guarantees and (b) Liberty shall provide the proceeds thereof must be used within a completion guaranty if required by the construction lender, provided that the obligations thereunder shall be no more onerous on Liberty than the Development Agreement. At reasonable time after their receipt only for any time while any Member has potential liability under so called non-recourse carve-outs, the Company and its Subsidiaries shall not be authorized to take any action that would result in the triggering of liability under the non-recourse carve-outs, without the prior approval of or all of the Members, which may be withheld for any reason or no reason. Without limiting the generality of the foregoing, at any time while any Member has potential liability under so called non-recourse carve-outs: following purposes: (i) without To acquire qualifying Company securities. (ii) To repay such loan. (iii) To repay a prior exempt loan. A new loan, the consent proceeds of which are so used, must satisfy the provisions of this Subparagraph (h). (i) Except as provided hereinafter or as otherwise required by applicable law, no security acquired with the proceeds of an exempt loan may be subject to a put, call or other option, or buy-sell or similar arrangement while held by and distributed from the Plan, whether or not the Plan is then an ESOP. (j) A qualifying Company security acquired with the proceeds of an exempt loan by the Plan, must be subject to a put option if it is not publicly traded when distributed or if it is subject to a trading limitation when distrib-uted. For purposes of this Subparagraph, a "trading limitation" on a security is a restriction under any federal or state securities law, any regulation there-under or an agreement, not prohibited herein, affecting the security which would make the security not as freely tradable as one not subject to such restriction. The put option must be exercisable only by a participant, by the participant's donees or by a person (including an estate or its distributee) to whom the security passes by reason of a participant's death. (Under this Subparagraph (j), "participant" means a participant and beneficiaries of the Membersparticipant under the ESOP.) The put option must permit a participant to put the security to the Company. Under no circumstances may the put option bind the Plan. However, it may grant the Plan an option to assume the rights and obligations of the Company at the time that the put option is exercised. If it is known at the time a loan is made that federal or state law will be violated by the Company's honoring such put option, the Company shall not put option must permit the security to be authorized put, in a manner con-sistent with such law, to commencea third party (e.g., on behalf an affiliate of the Company or any Subsidiary, any voluntary proceeding for bankruptcy, reorganization or similar relief, or a shareholder other than the Plan) that has substantial net worth at the time the loan is made and whose net worth is reasonably expected to consent to any involuntary petition for such relief; (ii) the Members expressly waive any rights that they may have at any time, whether under a theory of fiduciary duty or under any other legal or equitable principle, to compel the Company or any Subsidiary to take any action that would trigger liability under non-recourse carve-outs, including, without limitation, commencing a voluntary bankruptcy proceeding or consenting to any involuntary petition or relief in connection therewith; and (iii) the Members agree that they themselves shall not initiate an involuntary bankruptcy proceeding with respect to the Company or any of its Subsidiariesremain substantial.

Loan Provisions. Each Member The following provisions shall cooperate apply to amend this Agreement and the Certificate of Formation (and or to cause the Company to amend the organizational documents of any Subsidiary of the Company) if required to comply with the requirements of any lender providing mortgage financing loan made to the Company or any Subsidiary of the Company in accordance with this Agreement, provided that no such amendment shall reduce the rights or increase the obligations of the Members under this Agreement. No Member will be required to guaranty debt, except that Trust fund: (a) The loan must be at a reasonable rate of interest, for a specific period of time, and shall not be payable on demand; (b) Any collateral pledged to the extent a mutually approved construction loan requires guarantees creditor by the Trust shall consist only of the assets purchased with the borrowed funds (although in addition to such collateral, the Company may guarantee repayment of the loan); (c) Under the terms of the loan, Liberty the creditor shall have no recourse against the Trust except with respect to such collateral; (d) The loan shall be repaid only from those amounts con- tributed by the Company to the Trust and Comcast from amounts earned on Trust investments; (e) The Company must contribute to the Trust amounts suf- ficient to enable the Trust to pay each installment of principal and interest on the loan on or before the date such installment is due, even if no tax benefit results from such contribution; and (f) Upon the repayment of any portion of the balance due on the loan, the assets originally pledged as collateral for such portion shall be released from encumbrance. Released shares shall be allocated to the accounts of participants during the fiscal year such portion is paid off. Such allocation shall be made in the same manner provided under the Plan for allocating shares when no loan is involved. (g) Any such loans shall be effected primarily in the interest of participants and their beneficiaries. (h) Notwithstanding the foregoing, in the event an exempt loan is effected it shall be subject to Section 7.02(f)) each provide joint the following additional provisions and several guarantees and (b) Liberty shall provide the proceeds thereof must be used within a completion guaranty if required by the construction lender, provided that the obligations thereunder shall be no more onerous on Liberty than the Development Agreement. At reasonable time after their receipt only for any time while any Member has potential liability under so called non-recourse carve-outs, the Company and its Subsidiaries shall not be authorized to take any action that would result in the triggering of liability under the non-recourse carve-outs, without the prior approval of or all of the Members, which may be withheld for any reason or no reason. Without limiting the generality of the foregoing, at any time while any Member has potential liability under so called non-recourse carve-outs: following purposes: (i) without To acquire qualifying Company securities. (ii) To repay such loan. (iii) To repay a prior exempt loan. A new loan, the consent proceeds of which are so used, must satisfy the provisions of this Subparagraph (h). (i) Except as provided hereinafter or as otherwise required by applicable law, no security acquired with the proceeds of an exempt loan may be subject to a put, call or other option, or buy-sell or similar arrangement while held by and distributed from the Plan, whether or not the Plan is then an ESOP. (j) A qualifying Company security acquired with the proceeds of an exempt loan by the Plan, must be subject to a put option if it is not publicly traded when distributed or if it is subject to a trading limitation when distrib- uted. For purposes of this Subparagraph, a "trading limitation" on a security is a restriction under any federal or state securities law, any regulation there- under or an agreement, not prohibited herein, affecting the security which would make the security not as freely tradable as one not subject to such restriction. The put option must be exercisable only by a participant, by the participant's donees or by a person (including an estate or its distributee) to whom the security passes by reason of a participant's death. (Under this Subparagraph (j), "participant" means a participant and beneficiaries of the Membersparticipant under the ESOP.) The put option must permit a participant to put the security to the Company. Under no circumstances may the put option bind the Plan. However, it may grant the Plan an option to assume the rights and obligations of the Company at the time that the put option is exercised. If it is known at the time a loan is made that federal or state law will be violated by the Company's honoring such put option, the Company shall not put option must permit the security to be authorized put, in a manner con- sistent with such law, to commencea third party (e.g., on behalf an affiliate of the Company or any Subsidiary, any voluntary proceeding for bankruptcy, reorganization or similar relief, or a shareholder other than the Plan) that has substantial net worth at the time the loan is made and whose net worth is reasonably expected to consent to any involuntary petition for such relief; (ii) the Members expressly waive any rights that they may have at any time, whether under a theory of fiduciary duty or under any other legal or equitable principle, to compel the Company or any Subsidiary to take any action that would trigger liability under non-recourse carve-outs, including, without limitation, commencing a voluntary bankruptcy proceeding or consenting to any involuntary petition or relief in connection therewith; and (iii) the Members agree that they themselves shall not initiate an involuntary bankruptcy proceeding with respect to the Company or any of its Subsidiariesremain substantial.

Loan Provisions. Each Member The following provisions shall cooperate apply to amend this Agreement and the Certificate of Formation (and or to cause the Company to amend the organizational documents of any Subsidiary of the Company) if required to comply with the requirements of any lender providing mortgage financing loan made to the Company or any Subsidiary of the Company in accordance with this Agreement, provided that no such amendment shall reduce the rights or increase the obligations of the Members under this Agreement. No Member will be required to guaranty debt, except that Trust fund: (a) The loan must be at a reasonable rate of interest, for a specific period of time, and shall not be payable on demand; (b) Any collateral pledged to the extent a mutually approved construction loan requires guarantees creditor by the Trust shall consist only of the assets purchased with the borrowed funds (although in addition to such collateral, the Company may guarantee repayment of the loan); (c) Under the terms of the loan, Liberty the creditor shall have no recourse against the Trust except with respect to such collateral; (d) The loan shall be repaid only from those amounts con-tributed by the Company to the Trust and Comcast from amounts earned on Trust investments; (e) The Company must contribute to the Trust amounts suf-ficient to enable the Trust to pay each installment of principal and interest on the loan on or before the date such installment is due, even if no tax benefit results from such contribution; and (f) Upon the repayment of any portion of the balance due on the loan, the assets originally pledged as collateral for such portion shall be released from encumbrance. Released shares shall be allocated to the accounts of participants during the fiscal year such portion is paid off. Such allocation shall be made in the same manner provided under the Plan for allocating shares when no loan is involved. (g) Any such loans shall be effected primarily in the interest of participants and their beneficiaries. (h) Notwithstanding the foregoing, in the event an exempt loan is effected it shall be subject to Section 7.02(f)) each provide joint the following additional provisions and several guarantees and (b) Liberty shall provide the proceeds thereof must be used within a completion guaranty if required by the construction lender, provided that the obligations thereunder shall be no more onerous on Liberty than the Development Agreement. At reasonable time after their receipt only for any time while any Member has potential liability under so called non-recourse carve-outs, the Company and its Subsidiaries shall not be authorized to take any action that would result in the triggering of liability under the non-recourse carve-outs, without the prior approval of or all of the Members, which may be withheld for any reason or no reason. Without limiting the generality of the foregoing, at any time while any Member has potential liability under so called non-recourse carve-outs: following purposes: (i) without To acquire qualifying Company securities. (ii) To repay such loan. (iii) To repay a prior exempt loan. A new loan, the consent proceeds of which are so used, must satisfy the provisions of this Subparagraph (h). (i) Except as provided hereinafter or as otherwise required by applicable law, no security acquired with the proceeds of an exempt loan may be subject to a put, call or other option, or buy-sell or similar arrangement while held by and distributed from the Plan, whether or not the Plan is then an ESOP. (j) A qualifying Company security acquired with the proceeds of an exempt loan by the Plan, must be subject to a put option if it is not publicly traded when distributed or if it is subject to a trading limitation when distrib-uted. For purposes of this Subparagraph, a “trading limitation” on a security is a restriction under any federal or state securities law, any regulation there-under or an agreement, not prohibited herein, affecting the security which would make the security not as freely tradable as one not subject to such restriction. The put option must be exercisable only by a participant, by the participant’s donees or by a person (including an estate or its distributee) to whom the security passes by reason of a participant’s death. (Under this Subparagraph (j), “participant” means a participant and beneficiaries of the Membersparticipant under the ESOP.) The put option must permit a participant to put the security to the Company. Under no circumstances may the put option bind the Plan. However, it may grant the Plan an option to assume the rights and obligations of the Company at the time that the put option is exercised. If it is known at the time a loan is made that federal or state law will be violated by the Company’s honoring such put option, the Company shall not put option must permit the security to be authorized put, in a manner con-sistent with such law, to commencea third party (e.g., on behalf an affiliate of the Company or any Subsidiary, any voluntary proceeding for bankruptcy, reorganization or similar relief, or a shareholder other than the Plan) that has substantial net worth at the time the loan is made and whose net worth is reasonably expected to consent to any involuntary petition for such relief; (ii) the Members expressly waive any rights that they may have at any time, whether under a theory of fiduciary duty or under any other legal or equitable principle, to compel the Company or any Subsidiary to take any action that would trigger liability under non-recourse carve-outs, including, without limitation, commencing a voluntary bankruptcy proceeding or consenting to any involuntary petition or relief in connection therewith; and (iii) the Members agree that they themselves shall not initiate an involuntary bankruptcy proceeding with respect to the Company or any of its Subsidiariesremain substantial.