Common use of Mandatory Capital Contributions Clause in Contracts

Mandatory Capital Contributions. If the Board of Directors determines that additional capital is required to fund any Necessary Expenditures, then the Board of Directors shall deliver a notice (a “Mandatory Capital Notice”) to each Class A Member describing the Necessary Expenditures and setting forth each Class A Member’s mandatory Capital Contribution for such Necessary Expenditures, which in all cases shall be pro rata in accordance with Initial Percentage Interests (a “Mandatory Contribution”). Each Member shall make its respective Mandatory Contribution to the Company within the 15 days after receipt of the Mandatory Capital Notice. Mandatory Contributions shall be made by certified or cashier’s check or by wire transfer of immediately available funds to an account designated in writing in the Mandatory Capital Notice or otherwise by the Board of Directors. Upon a failure by any Member to make a Mandatory Contribution when due, the Company and/or the other Members shall have all available remedies at law, in equity or otherwise set forth in this Agreement (including without limitation the exercise of Liquidity Rights and the issuance of any New Securities as contemplated below). In the event that the sum of (1) the Initial Capital Contributions and all Mandatory Capital Contributions made by RECO to the Company plus (2) the Initial Capital Contributions and all Mandatory Capital Contributions (each as defined in the Other Holding LLC Agreement) made by RECO to the Other Holding LLC exceeds $88,000,000 in the aggregate (the “RECO Capital Limit”), then RECO may, but shall not be obligated to, fund its Mandatory Contributions in excess of the RECO Capital Limit; provided that in the event of any failure by RECO to fund its pro rata portion of Mandatory Contributions in excess of the RECO Capital Limit, SHR may, in addition to any rights or remedies set forth in Section 8.3 hereof and without any approval of RECO or the RECO Director but subject to the participation rights set forth in the next sentence, cause the Board of Directors (excluding the RECO Director) to cause the Company to fund all capital requirements in excess of the RECO Capital Limit (including SHR’s Mandatory Contribution called at the same time as RECO’s Mandatory Contribution in excess of the RECO Capital Limit) by issuing any form of debt or equity securities of the Company, the REIT Subsidiary or any of its direct or indirect Subsidiaries that are treated as a corporation for U.S. federal income tax purposes (the “New Securities”) to SHR, any of its Affiliates or to any third party. The New Securities shall have such rights, preferences, priorities, interest, dividend rates and/or other terms and conditions as determined by SHR in its sole and absolute discretion. Notwithstanding the foregoing, not later than simultaneous with or promptly after issuance of any New Securities, SHR shall offer to RECO (by written notice) the right to purchase its pro rata portion of such New Securities based on its Percentage Interest. Within 10 days after receipt of such notice from SHR, RECO may elect, by written notice to SHR, to purchase all (but not less than all) of such New Securities offered by SHR in accordance with the preceding sentence. If RECO fails to timely deliver such election notice, it shall have no right to participate in the offering of any such New Securities. For the avoidance of doubt, the determination as to whether to deliver a Mandatory Capital Notice (and the delivery thereof) and/or to issue New Securities as set forth herein (or to establish the terms thereof) shall not constitute a Major Decision.

Mandatory Capital Contributions. If the Board of Directors determines that additional capital is No Member shall be required to make additional Capital Contributions to the Company, except (i) as determined by the unanimous consent of the Members, (ii) as determined by the Managing Member to be necessary in order to pay any amount due and payable by the Company for the Post-Closing Adjustment or to pay any Fees and Expenses, (iii) for costs incurred by Springleaf if Springleaf is required, on behalf of the Company or any of its subsidiaries, to repurchase a Loan in connection with a breach of any representation or warranty made in connection with the Debt Financing for the purchase of the Purchased Assets, (iv) to reimburse the Servicer for amounts advanced by the Servicer to fund any Necessary Expendituresrevolving draws pursuant to the Servicing Agreement, then (v) for amounts paid by SFI to the Board Indenture Trustee under the Performance Support Agreement, (vi) as necessary to fulfill the Company’s obligations under this Agreement (A) to indemnify the Covered Persons pursuant to Section 4.2 (subject to Section 4.2(j)) or (B) to reimburse and indemnify the Servicer pursuant to Schedule II, (vii) for payments required to be made by the Company under Section 10 of Directors shall deliver a notice the Co-Borrower Agreement or (viii) for amounts paid by SFI to Wilmington Trust, National Association (“WTNA”) under the separate letter indemnity agreement between SFI and WTNA in connection with WTNA acting as loan trustee to the Purchaser Entities and the Purchaser SPVs (each such additional Capital Contribution, a “Mandatory Capital Notice”) to each Class A Member describing the Necessary Expenditures and setting forth each Class A Member’s mandatory Capital Contribution for such Necessary Expenditures, which in all cases shall be pro rata in accordance with Initial Percentage Interests (a “Mandatory Contribution”). Each No Member shall be required to make its respective any Mandatory Capital Contribution for an Ongoing Fee and Expense pursuant to clause (ii) above if Net Cash Flow is available for a Distribution, either on the Company within date the 15 Managing Member becomes aware of the need for such Mandatory Capital Contribution (the “Contribution Determination Date”) or during the period ending on the earlier of either (x) the first Payment Date (as such term is defined in the Servicing Agreement) after the Contribution Determination Date or (y) 30 days after receipt of the Contribution Determination Date, in which event the Net Cash Flow will be used to fund such Ongoing Fee and Expense that would otherwise constitute a Mandatory Capital NoticeContribution. Mandatory Any additional Capital Contributions required to be made by the Members pursuant to this Section 6.1(b) shall be made by certified the Members pro rata in proportion to their respective Membership Percentages. If the Members by unanimous consent or cashier’s check or by wire transfer of immediately available funds to an account designated in writing in the Managing Member shall request a Mandatory Capital Notice or otherwise by Contribution from the Board of Directors. Upon a failure by any Member to make a Mandatory Contribution when due, the Company and/or the other Members shall have all available remedies at law, in equity or otherwise set forth in this Agreement (including without limitation the exercise of Liquidity Rights and the issuance of any New Securities as contemplated below). In the event that the sum of (1) the Initial Capital Contributions and all Mandatory Capital Contributions made by RECO to the Company plus (2) the Initial Capital Contributions and all Mandatory Capital Contributions (each as defined in the Other Holding LLC Agreement) made by RECO to the Other Holding LLC exceeds $88,000,000 in the aggregate (the “RECO Capital Limit”), then RECO may, but shall not be obligated to, fund its Mandatory Contributions in excess of the RECO Capital Limit; provided that in the event of any failure by RECO to fund its pro rata portion of Mandatory Contributions in excess of the RECO Capital Limit, SHR may, in addition to any rights or remedies set forth in Section 8.3 hereof and without any approval of RECO or the RECO Director but subject to the participation rights set forth in the next sentence, cause the Board of Directors (excluding the RECO Director) to cause the Company to fund all capital requirements in excess of the RECO Capital Limit (including SHR’s Mandatory Contribution called at the same time as RECO’s Mandatory Contribution in excess of the RECO Capital Limit) by issuing any form of debt or equity securities of the Company, the REIT Subsidiary or any of its direct or indirect Subsidiaries that are treated as a corporation for U.S. federal income tax purposes (the “New Securities”) to SHR, any of its Affiliates or to any third party. The New Securities shall have such rights, preferences, priorities, interest, dividend rates and/or other terms and conditions as determined by SHR in its sole and absolute discretion. Notwithstanding the foregoing, not later than simultaneous with or promptly after issuance of any New Securities, SHR shall offer to RECO (by written notice) the right to purchase its pro rata portion of such New Securities based on its Percentage Interest. Within 10 days after receipt of such notice from SHR, RECO may elect, by written notice to SHR, to purchase all (but not less than all) of such New Securities offered by SHR in accordance with this Section 6.01(b), the preceding sentence. If RECO fails Members shall receive written notice of the anticipated funding date of such Mandatory Capital Contribution at least thirty (30) days (or any such shorter period as the Members may agree) prior to timely deliver such election noticeanticipated funding date, it provided that the Managing Member shall have no right the ability to participate in the offering of any such New Securities. For the avoidance of doubt, the determination as to whether to deliver call for a Mandatory Capital Notice (Contribution in advance for reasonably estimated costs and expenses that are the delivery thereof) and/or to issue New Securities as set forth herein (or to establish the terms thereof) shall not constitute a Major Decisionsubject of such Mandatory Capital Contribution.

Mandatory Capital Contributions. If No Member shall be required to make additional Capital Contributions to the Board Company, except (i) as determined by the unanimous consent of Directors determines that additional capital the Members, (ii) as determined by the Managing Member to be necessary in order to pay any amount due and payable by the Company for the Post-Closing Adjustment or to pay any Fees and Expenses, (iii) for costs incurred by the Company if the Company is required to fund repurchase a Loan in connection with a breach of any Necessary Expendituresrepresentation or warranty made in the Loan Purchase Agreement, then (iv) for payment of any indemnity obligations set forth in the Board second sentence of Directors shall deliver a notice Section 11(a) of the Purchase Agreement, dated as of March [31], 2016, between SpringCastle Holdings, LLC, Springleaf Acquisition Corporation, certain of the Members and certain other parties named therein, (v) as necessary to fulfill the Company’s obligations under this Agreement to indemnify the Covered Persons pursuant to Section 4.2 (subject to Section 4.2(j)), (vi) for payments required to be made by the Company under Section 10 of the Co-Borrower Agreement, or (vii) as necessary to fulfill of any payment obligations of the Company under that certain Letter Agreement regarding Post-Closing Obligations between Servicer and SpringCastle Companies, dated as of [March 31], 2016, by and among the Company, SpringCastle America, LLC, SpringCastle Credit, LLC and SFI (a “Mandatory Capital Notice”) to each Class A Member describing the Necessary Expenditures and setting forth each Class A Member’s mandatory Capital Contribution for such Necessary Expenditures, which in all cases shall be pro rata in accordance with Initial Percentage Interests (a “Mandatory Contribution”). Each No Member shall be required to make its respective any Mandatory Capital Contribution for an Ongoing Fee and Expense pursuant to clause (ii) above if Net Cash Flow is available for a Distribution, either on the Company within date the 15 Managing Member becomes aware of the need for such Mandatory Capital Contribution (the “Contribution Determination Date”) or during the period ending on the earlier of either (x) the first Payment Date (as such term is defined in the Servicing Agreement) after the Contribution Determination Date or (y) 30 days after receipt of the Contribution Determination Date, in which event the Net Cash Flow will be used to fund such Ongoing Fee and Expense that would otherwise constitute a Mandatory Capital NoticeContribution. Mandatory Any additional Capital Contributions required to be made by the Members pursuant to this Section 6.1(b) shall be made by certified the Members pro rata in proportion to their respective Membership Percentages. If the Members by unanimous consent or cashier’s check or by wire transfer of immediately available funds to an account designated in writing in the Managing Member shall request a Mandatory Capital Notice or otherwise by Contribution from the Board of Directors. Upon a failure by any Member to make a Mandatory Contribution when dueMembers in accordance with this Section 6.01(b), the Company and/or the other Members shall have all available remedies at law, in equity or otherwise set forth in this Agreement (including without limitation receive written notice of the exercise anticipated funding date of Liquidity Rights and the issuance of any New Securities as contemplated below). In the event that the sum of (1) the Initial Capital Contributions and all such Mandatory Capital Contributions made by RECO Contribution at least thirty (30) days (or any such shorter period (x) as may be necessary to the Company plus (2) the Initial Capital Contributions and all Mandatory Capital Contributions (each as defined in the Other Holding LLC Agreement) made by RECO to the Other Holding LLC exceeds $88,000,000 in the aggregate (the “RECO Capital Limit”), then RECO may, but shall not be obligated to, fund its Mandatory Contributions in excess of the RECO Capital Limit; provided that in the event of any failure by RECO to fund its pro rata portion of Mandatory Contributions in excess of the RECO Capital Limit, SHR may, in addition to any rights or remedies set forth in Section 8.3 hereof and without any approval of RECO or the RECO Director but subject to the participation rights set forth in the next sentence, cause the Board of Directors (excluding the RECO Director) to cause enable the Company to fund all capital requirements in excess of fulfill its obligations with respect to which such Mandatory Capital Contribution is required to be made or (y) as the RECO Capital Limit (including SHR’s Mandatory Contribution called at Members may agree) prior to such anticipated funding date, provided that the same time as RECO’s Mandatory Contribution in excess of the RECO Capital Limit) by issuing any form of debt or equity securities of the Company, the REIT Subsidiary or any of its direct or indirect Subsidiaries that are treated as a corporation for U.S. federal income tax purposes (the “New Securities”) to SHR, any of its Affiliates or to any third party. The New Securities Managing Member shall have such rights, preferences, priorities, interest, dividend rates and/or other terms and conditions as determined by SHR in its sole and absolute discretion. Notwithstanding the foregoing, not later than simultaneous with or promptly after issuance of any New Securities, SHR shall offer ability to RECO (by written notice) the right to purchase its pro rata portion of such New Securities based on its Percentage Interest. Within 10 days after receipt of such notice from SHR, RECO may elect, by written notice to SHR, to purchase all (but not less than all) of such New Securities offered by SHR in accordance with the preceding sentence. If RECO fails to timely deliver such election notice, it shall have no right to participate in the offering of any such New Securities. For the avoidance of doubt, the determination as to whether to deliver call for a Mandatory Capital Notice (Contribution in advance for reasonably estimated costs and expenses that are the delivery thereof) and/or to issue New Securities as set forth herein (or to establish the terms thereof) shall not constitute a Major Decisionsubject of such Mandatory Capital Contribution.