Common use of Loans by Members Clause in Contracts

Loans by Members. Except as otherwise agreed by the Members, or as otherwise provided in this Agreement, the following provisions shall apply to Loans made by any of the Members to the Company (“Member Loans”): (a) If a Member reasonably believes that the Company requires funds for a legitimate business reason in excess of the remaining aggregate unfunded Additional Capital Contributions contemplated in the then current Annual Plan or due to the existence of an Emergency Situation, it may give written notice to the other Members indicating the estimated amount, the purposes for which such funds are to be used and the terms (with an interest rate not to exceed 12%) upon which the requesting Member (or an Affiliate) shall lend all of the required funds to the Company (any such notice is hereinafter referred to as a “Funding Notice”). The requesting Member (or an Affiliate) shall lend the Company the funds specified in the Funding Notice, on the terms specified therein, on or prior to the twentieth (20th) Business Day after the giving of such notice. The other Member may elect, at its option, by written notice (a “Participation Notice”) to the requesting Member delivered within twenty (20) days after the giving of a Funding Notice, to purchase from the requesting Member a participation in the loan to the Company in an amount up to an amount equal to the principal amount of the loan multiplied by the other Member’s Percentage Interest. If the other Member so elects, it shall pay to the requesting Member (or an Affiliate) an amount equal to the portion of the loan in which the other Member elects to participate plus accrued and unpaid interest thereon, such amount to be paid on the date the other Member delivers the Participation Notice. If the other Member fails to give a Participation Notice within twenty (20) days after the giving of a Funding Notice, it shall have no right to participate in the loan described in the Funding Notice, provided that the other Member’s failure to elect to participate in such Member Loan shall not constitute a Default hereunder (although a failure by any other Member to contribute its share of any Member Loan after its delivery of a Participation Notice shall be deemed a Default hereunder). Notwithstanding anything to the contrary in this Section, the Company shall not accept funds until CCDRC shall have determined to its reasonable satisfaction that the terms on which such funds are provided do not cause the Company’s allocations to fail to comply with the requirements of Code Section 514(c)(9)(E) and the Treasury Regulations promulgated thereunder. (b) All funds provided by a Member for a loan to the Company pursuant to Section 3.3(a) shall be Loans for all purposes of this Agreement. (c) Member Loans shall not be considered contributions to the capital of the Company and shall not increase the Capital Account or Percentage Interest of the lending Member. (d) If there is more than one outstanding Member Loan by one or more of the Members for which no provision as to re-payment has been agreed upon, partial payments shall be credited against such outstanding Member Loans on a pro rata basis in proportion to the amount of each such outstanding Member Loan (and accrued but unpaid interest thereon as may be applicable). (e) Recourse on such Member Loans shall be limited to the assets of the Company. (f) If a Member’s Membership Interest is sold to any other Member pursuant to Articles X or XI hereof, then such Member Loans shall be included in such sale as part of such Member’s Membership Interest. (g) Nothing herein shall authorize any Member Loan by a Member to the Company unless otherwise expressly authorized pursuant to the provisions of this Agreement or unless approved by all Members.

Loans by Members. Except as otherwise agreed by the Members, or as otherwise provided in this Agreement, the following provisions shall apply to Loans made by any of the Members to the Company (“Member Loans”): (a) If a Member reasonably believes that the Company requires funds for a legitimate business reason in excess of the remaining aggregate unfunded Additional Capital Contributions contemplated in the then current Annual Plan or due to the existence of an Emergency Situation, it may give written notice to the other Members indicating the estimated amount, the purposes for which such funds are to be used and the terms (with an interest rate not to exceed 12%) upon which the requesting Member (or an Affiliate) shall lend all of the required funds to the Company (any such notice is hereinafter referred to as a “Funding Notice”). The requesting Member (or an Affiliate) shall lend the Company the funds specified in the Funding Notice, on the terms specified therein, on or prior to the twentieth (20th) Business Day after the giving of such notice. The other Member may elect, at its option, by written notice (a “Participation Notice”) to the requesting Member delivered within twenty (20) days after the giving of a Funding Notice, to purchase from the requesting Member a participation in the loan to the Company in an amount up to an amount equal to the principal amount of the loan multiplied by the other Member’s Percentage Interest. If the other Member so elects, it shall pay to the requesting Member (or an Affiliate) an amount equal to the portion of the loan in which the other Member elects to participate plus accrued and unpaid interest thereon, such amount to be paid on the date the other Member delivers the Participation Notice. If the other Member fails to give a Participation Notice within twenty (20) days after the giving of a Funding Notice, it shall have no right to participate in the loan described in the Funding Notice, provided that the other Member’s failure to elect to participate in such Member Loan shall not constitute a Default hereunder (although a failure by any other Member to contribute its share of any Member Loan after its delivery of a Participation Notice shall be deemed a Default hereunder). Notwithstanding anything to the contrary in this Section, the Company shall not accept funds until CCDRC the Acquisition Members shall have determined to its their reasonable satisfaction that the terms on which such funds are provided do not cause the Company’s allocations to fail to comply with the requirements of Code Section 514(c)(9)(E) and the Treasury Regulations promulgated thereunder. (b) All funds provided by a Member for a loan to the Company pursuant to Section 3.3(a) shall be Loans for all purposes of this Agreement. (c) Member Loans shall not be considered contributions to the capital of the Company and shall not increase the Capital Account or Percentage Interest of the lending Member. (d) If there is more than one outstanding Member Loan by one or more of the Members for which no provision as to re-payment has been agreed upon, partial payments shall be credited against such outstanding Member Loans on a pro rata basis in proportion to the amount of each such outstanding Member Loan (and accrued but unpaid interest thereon as may be applicable). (e) Recourse on such Member Loans shall be limited to the assets of the Company. (f) If a Member’s Membership Interest is sold to any other Member pursuant to Articles X or XI hereof, then such Member Loans shall be included in such sale as part of such Member’s Membership Interest. (g) Nothing herein shall authorize any Member Loan by a Member to the Company unless otherwise expressly authorized pursuant to the provisions of this Agreement or unless approved by all Members.

Loans by Members. Except as otherwise agreed by the Members, or as otherwise provided in this Agreement, the following provisions shall apply to Loans made by any of the Members to the Company (“Member Loans”): (a) If a Member reasonably believes that the Company requires funds for a legitimate business reason in excess of the remaining aggregate unfunded Additional Capital Contributions contemplated in the then current Annual Plan or due to the existence of an Emergency Situation, it may give written notice to the other Members indicating the estimated amount, the purposes for which such funds are to be used and the terms (with an interest rate not to exceed 12%) upon which the requesting Member (or an Affiliate) shall lend all of the required funds to the Company (any such notice is hereinafter referred to as a “Funding Notice”). The requesting Member (or an Affiliate) shall lend the Company the funds specified in the Funding Notice, on the terms specified therein, on or prior to the twentieth (20th) Business Day after the giving of such notice. The other Member may elect, at its option, by written notice (a “Participation Notice”) to the requesting Member delivered within twenty (20) days after the giving of a Funding Notice, to purchase from the requesting Member a participation in the loan to the Company in an amount up to an amount equal to the principal amount of the loan multiplied by the other Member’s Percentage Interest. If the other Member so elects, it shall pay to the requesting Member (or an Affiliate) an amount equal to the portion of the loan in which the other Member elects to participate plus accrued and unpaid interest thereon, such amount to be paid on the date the other Member delivers the Participation Notice. If the other Member fails to give a Participation Notice within twenty (20) days after the giving of a Funding Notice, it shall have no right to participate in the loan described in the Funding Notice, provided that the other Member’s failure to elect to participate in such Member Loan shall not constitute a Default hereunder (although a failure by any other Member to contribute its share of any Member Loan after its delivery of a Participation Notice shall be deemed a Default hereunder). Notwithstanding anything to the contrary in this Section, the Company shall not accept funds until CCDRC WARC shall have determined to its reasonable satisfaction that the terms on which such funds are provided do not cause the Company’s allocations to fail to comply with the requirements of Code Section 514(c)(9)(E) and the Treasury Regulations promulgated thereunder. (b) All funds provided by a Member for a loan to the Company pursuant to Section 3.3(a) shall be Loans for all purposes of this Agreement. (c) Member Loans shall not be considered contributions to the capital of the Company and shall not increase the Capital Account or Percentage Interest of the lending Member. (d) If there is more than one outstanding Member Loan by one or more of the Members for which no provision as to re-payment has been agreed upon, partial payments shall be credited against such outstanding Member Loans on a pro rata basis in proportion to the amount of each such outstanding Member Loan (and accrued but unpaid interest thereon as may be applicable). (e) Recourse on such Member Loans shall be limited to the assets of the Company. (f) If a Member’s Membership Interest is sold to any other Member pursuant to Articles X or XI hereof, then such Member Loans shall be included in such sale as part of such Member’s Membership Interest. (g) Nothing herein shall authorize any Member Loan by a Member to the Company unless otherwise expressly authorized pursuant to the provisions of this Agreement or unless approved by all Members.