Member Loans. The Member may make loans (“Member Loans”) to the Company, which shall bear interest and be repaid on such reasonable terms and conditions as may be approved by the Member.
Member Loans. The Company may borrow from the Sole Member or Affiliates of the Sole Member such amounts as the Company determines is necessary, either for working capital or capital expenditures, on such terms and conditions as the Company considers reasonable. The Company may grant mortgages, security interests or other liens upon the assets of the Company as may be required by the Sole Member or Affiliate of the Sole Member to secure any such borrowing. The Sole Member shall not be required to make any such loan.
Member Loans. Alternatively, the Manager may obtain a loan from one or more Members as and when necessary to continue the business of the Company, which shall earn six percent (6%) per annum Interest from the date of inception.
Member Loans. No Member shall be required to make any loans or otherwise lend any funds to, act as a surety or endorser for, assume one or more specific obligations of, provide collateral for, or enter into other credit, guarantee, financing or refinancing arrangements with, the Council.
Member Loans. No Member shall be obligated to lend any money to the Company. If the Operating Member determines that it is necessary or appropriate for the Company to borrow money from any of the Members, then the Operating Member shall cause notice (a “Loan Request Notice”) to be sent to each of the Members, setting forth the amount proposed to be borrowed from the Members and the purpose of the proposed Member Loan. Each of the Members shall have the right, but not the obligation, to lend to the Company the amount to be borrowed as set forth in such Loan Request Notice, multiplied by its respective Percentage Interest, which shall be exercisable by notice given to the Company and the other Members within 45 days of receipt of the Loan Request Notice from the Operating Member or by such earlier date as shall have been determined to be appropriate by the Operating Member, as set forth in the Loan Request Notice. If any of the Members does not lend the full amount set forth for it in the Loan Request Notice, the other Members shall have the option to lend the balance. If any Member(s) shall lend any money to the Company, such Member Loan shall not constitute a Capital Contribution by such Member(s) or entitle it to any increase in its share of the distributions of the Company. Each Member Loan shall be an obligation of the Company, provided that no Member shall be personally obligated to repay the Member Loan and the Member Loan shall be payable or collectible only out of the assets of the Company. All such Member Loans shall be on commercially reasonable terms as determined by Member Consent and shall bear interest at a rate of 2% per annum above the prime rate (or the average thereof if published as a range) (in each case as published from time to time in The Wall Street Journal (or if The Wall Street Journal is no longer published, the prime rate as published in a publication of national circulation selected by Member Consent)), compounded annually, adjusted as of the date of each prime rate change published, but in no event shall the rate of interest exceed the highest rate permitted by law for the obligor which, if exceeded, could subject the lending Member to penalties or forfeiture of all or any part of the interest or principal associated with such Member Loan.
Member Loans. In the event the Company is unable or elects not to obtain any third-party loans or the Member determines that the Company requires funds in addition to any amounts borrowed under Article V.1 above, then the Member may make loans to the Company in such amounts and upon such terms and conditions as the Member may elect. Any loan made by the Member to the Company shall not be treated as a Capital Contribution for any purpose under this Agreement.
Member Loans. A Member, or an Affiliate of a Member, may, but is not obligated to, loan or cause to be loaned to the Company such additional sums as the Managers deem appropriate or necessary for the conduct of the business of the Partnership. Loans made by a Member, or an Affiliate of a Member, shall be upon such terms and for such maturities as the Managers deem reasonable in view of all the facts and circumstances and the repayment of which may be designated in priority to distributions of Cash Flow.
Member Loans. Any Member may, with the approval of a Majority-In-Interest, loan funds to the Company. The repayment terms and interest rate for such loans shall be approved by a Majority-In-Interest; provided, however, that in no event shall the interest rate on such loans be less than the applicable federal rate as announced by the Internal Revenue Service and in effect on the date the loan is made.
Member Loans. In the event Managing Member determines, in its reasonable discretion, that funds in addition to those otherwise obtained pursuant to Section 3.01 are necessary for the Company to meet the Annual Budget, Business Plan and Managing Member has elected not to request such additional funds in the form of additional capital pursuant to Section 3.06, then Managing Member shall deliver written notice of such actual or projected cash deficit to KBS and JV Member requesting that they agree that a loan (a “Member Loan”) should be made to the Company, which notice shall specify the term and interest rate of the requested Member Loan. All such Member Loans shall be structured to qualify as “real estate assets” within the meaning of Section 856(c)(5) of the Code. Within ten (10) business days following the effective date of such notice, each such Member shall notify Managing Member (a) whether or not such Member agrees that Member Loan(s) to the Company should be made in the amount specified in Managing Member’s notice, and (b) whether such Member elects, in its sole and absolute discretion, to make such Member Loan. If KBS and JV Member (y) agree that a Member Loan in the amount specified in Managing Member’s notice should be made, and (z) elect to advance such funds by the Company, such funds shall be advanced by Members in proportion to their respective percentage set forth opposite such Member’s name under the 20 column labeled “Percentage Interest” on Exhibit A attached hereto (the “Percentage Interests”) (or as such Members otherwise agree). Any and all advances made by any Member to the Company pursuant to this Section 3.03 shall be treated as a Member Loan with recourse only to the assets of the Company (and not to the assets of any Member), and shall bear annual interest as set forth in Managing Member’s notice. If, from any circumstances whatsoever, the Members ever receive as interest under a Member Loan in an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance due under such Member Loan and not to the payment of interest. Any and all Member Loans shall be due and payable from the first available funds of the Company and in any event upon the liquidation of the Company. The repayment of any Member Loan shall be made prior to any distributions of Net Cash or other cash proceeds to the Members, but shall be subordinate to any fees or reimbursements re...
Member Loans. (a) If the Company does not have sufficient cash to pay its obligations (a “Cashflow Shortfall”) and the Managing Member determines in its reasonable discretion to request a member loan under this Section 4.3, the Managing Member shall give each Member notice (a “Shortfall Notice”) of such Cashflow Shortfall not later than thirty (30) days prior to the date such funds are needed (the “Shortfall Funding Date”). Each Member shall have twenty (20) days after receipt of a Shortfall Notice to notify the Manager that it wishes to participate in loans to the Company in connection with any Cashflow Shortfall, and each such notice from a Member shall include the amount such Member wishes to provide. In the event that more than one Member elects to participate in loans to the Company under this Section 4.3, such Members shall be allowed to participate ratably in proportion to the Sharing Percentage of all such participating Members. Member Loans by Members described in this Section 4.3 shall be repaid on each Distribution Date solely out of Distributable Cash that would otherwise be distributed to Limited Liability Company Agreement of Vivint Solar Mia Project Company, LLC Members after any distributions required to be made pursuant to Section 4.1(b) or Section 6.1(a)(i)(A) are made, on a pro rata basis in accordance with the amount each such Member participates in such Member Loans. Each Member Loan shall be pari passu with all other Member Loans pursuant to this Section 4.3, and no Member shall have the right to accelerate the repayment of such loan.
