Common use of Member Loans Clause in Contracts

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. 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 212% 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))annum, compounded annually, adjusted as of the date of each prime rate change publishedmonthly, 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. 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 a Member does not lend the full amount of its proportionate share of the amount proposed to be borrowed from the Members, as 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. No Member shall be obligated to lend any money to the Company. If the Operating Member determines Members determine 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. No If the Defaulting Member fails to make all or part of its Additional Contribution when due, the Non-defaulting Member shall have the right upon 10 days' prior written notice, but shall not be obligated to lend any money to the Company. If the Operating Defaulting 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 contribution 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 an Additional Contribution 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 Defaulting Partner all or any part of the sum that the Defaulting Member failed to contribute (the "Shortfall Amount"), which loan (a "Member Loan") shall (A) bear interest at the lesser of (1) the Base Rate plus 6% per annum, compounded monthly and (2) the maximum rate permitted by law, (B) be due and payable on demand after 90 days, and (C) be advanced by disbursing it directly to or principal associated with at the direction of the Company by notifying the Defaulting Member in writing of its election. Any such Member LoanLoan shall be repaid on a first priority basis out of any subsequent distributions to which the Defaulting Member would otherwise be entitled in accordance with Section 4.2 of this Agreement, which distributed amounts shall be applied first to interest and then to principal until such Member Loan is paid in full. For the purposes of this Agreement, such repayment of principal and interest shall be treated as a distribution to the Defaulting Member. Any such Member Loan will not be treated as a loan to the Company and any interest accruing on such Member Loan will not affect the income of the Company. However, if for any reason any such Member Loan is characterized in a manner that is inconsistent with the previous sentence, any tax item attributable to the interest accruing on such Member Loan shall be allocated solely to the Defaulting Member. As security for the repayment of any such loan, the Non-defaulting Member making the Member Loan shall have a security interest in the Defaulting Member's Membership Interest hereunder. While any such Member Loan is outstanding, the Defaulting Member shall not be entitled to vote on any Company matters as provided in Section 6.5.

Member Loans. No In addition to the Initial Capital Contributions, at any time and from time to time after the Effective Date, the Managing Member shall be obligated to lend any money may solicit loan(s) from the Members (“Member Loans”) to the Company. If , if in the Operating opinion of the Managing Member determines that (i) such Member Loans are needed by the Company in furtherance of a Company purpose including, without limitation, for the payment of any tax obligation and (ii) the Company is unable or it is necessary or appropriate unadvisable for the Company to borrow money such funds from third party lenders, all as determined by the Managing Member. No Members shall be obligated to make 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 If the Members are willing to make Member Loans then, to the extent some or all Members are willing to advance funds, the amount of such loans will be in proportion to the respective Membership Interest of the Members shall have making the right, but not the obligation, to lend Member Loans. If any Member advances funds to the Company after the amount to date of this Agreement, such advance shall be borrowed treated as set forth in such a Member Loan Request Notice, multiplied by its respective Percentage and shall not increase the Member’s Membership Interest, which shall be exercisable by notice given to the Company and the other Members within 45 days Capital Contributions, or Capital Account. The amount 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 be a Capital Contribution by such Member(sdebt due from the Company to that Member, shall be paid (both interest and principal) or entitle it as an expense of the Company prior to any increase distribution or payment to the Members under Sections 5.1 or 11.3, shall bear interest at a rate equal to twelve percent (12%) per annum, compounded monthly but in its share no event higher than the maximum rate permitted by Maryland law at the time the Member Loan is made, and shall be prepayable at any time by the Company without penalty. No Member shall have personal liability for repayment of the distributions of the Company. Each any Member Loan and a Member’s recourse upon default on a Member Loan shall be an obligation of the Company, provided that no Member shall be personally obligated limited 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 repaid or refinanced pro rata in accordance with the outstanding balance of each Member Loan at the time of payment. Notwithstanding anything to the contrary in this Section 4.3, if the Managing Member determines that there is a short term (that is, less than ninety (90) days) need for cash in an amount less than Two Hundred Thousand Dollars ($200,000), the Managing Member shall have the right (but not the obligation) by Member Consent and shall itself or in conjunction with other Members (selected at Managing Member’s sole discretion) to advance the necessary funds (a “Short Term Advance”) to the Company. Any Short Term Advance will bear interest floating at a rate of 2% per annum above the prime rate (or then-current “Prime Rate” as quoted in the average thereof if published as a range) (in each case as published from time to time in The Wall Street Journal Journal. If it becomes apparent that the Short Term Advance cannot be repaid within ninety (or if The Wall Street Journal is no longer published90) days, then the prime rate as published in a publication of national circulation selected by Managing Member Consent))shall proceed to notify the Members, compounded annually, adjusted as of offering 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 right to make Member to penalties or forfeiture of all or any part of the interest or principal associated with such Member LoanLoans.

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, Notice multiplied by its respective Percentage Interest, which shall be exercisable by notice given to the Company and the other Members Member within 45 forty-five (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 Member shall have the option to Table of Contents 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 and 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.