Operating Deficit Guaranty. 23 6.5 Liabilities of the Company. . . . . . . . . . . . . . . . 24 6.6
Operating Deficit Guaranty. Xxxx hereby guarantees Xxxx shall advance to or for the account of the Company amounts equal to all Operating Deficits, at such time as such Operating Deficits occur ("Operating Deficit Payments"). Xxxx shall make Operating Deficit Payments required of him by the date required to avoid a default under Company obligations, including without limitation the Construction Loan and obligations to trade creditors. In any event, all Operating Deficits shall be paid by Xxxx in full prior to the Final Closing Date. All Operating Deficit Payments made to the Company shall be non-reimbursable payments, except to the extent that, subsequent to the making of any such Operating Deficit Payment by Xxxx, there is sufficient Net Operating Income prior to the earliest of the Final Closing Date, the Outside Date or the date of the Removal of Xxxx by WPHC to reimburse Xxxx for the same. In no event, shall the Capital Account of Xxxx be affected by any Operating Deficit Payments made by Xxxx. Notwithstanding anything to the contrary herein, upon the Removal of Xxxx, Xxxx shall not have any obligation hereunder to fund Operating Deficits incurred after the date of his Removal.
Operating Deficit Guaranty. Borrower and a Guarantor acceptable to Grantee will be required to guarantee annual operating deficits until the Project has generated positive Surplus Cash for two (2) consecutive fiscal years. The Operation Deficit Guaranty shall become effective when the Project commences operations. Annual operating deficits shall be funded by the Guarantors under the Operating Deficit Guaranty on or before the date on which annual audited financial statements for the Project are due to Grantee under Section 8.9 of this Agreement. The form of the Operating Deficit Guaranty is attached hereto as Exhibit B-3-Operating Deficit Guaranty. Provided, however, if a Guarantor is an organization exempt from payment of federal income tax under Section 501(a) of the Internal Revenue Code of 1986, as amended (“Code”), as an entity organized under Section 501(c)(3) of the Code, the Guarantor’s obligations under any Operating Deficit Guaranty shall not extend more than five (5) years from the date that the Project first achieves “break-even operations”, and be capped at an amount equal to six (6) months of operating expenses. For purposes of this section, “break-even operations” mean the date upon which the Project achieves 95 percent occupancy, and the revenues received from the normal operation of the Project equal all accumulated operational costs of the Project for a period of three (3) consecutive months after completion of construction computed on a cash basis and in accordance with the Project and Loan Documents.
Operating Deficit Guaranty any guaranty from the Guarantor covering operating deficits of Borrower and as may be set forth in an Operating Deficit and Completion Guaranty executed by Borrower and Guarantor in favor of Lender .
Operating Deficit Guaranty. Each accepted Guarantor will be required under the terms and conditions contained in the Operating Deficit Guaranty to fund annual operating deficits until the Project has generated Surplus Cash for two (2) consecutive fiscal years. The Operating Deficit Guaranty shall guarantee the reimbursement of deficits beginning from the date the Project begins operations. The annual operating deficit shall be fully paid and funded by the Guarantor(s) under the Operating Deficit Guaranty on or before the date on which annual audited financial statements for the Project are due to Grantee under the Loan Agreement.
Operating Deficit Guaranty. If at any time during the period commencing on the achievement of Stabilization and ending on the fifth anniversary of the achievement of Stabilization (the "Initial Period"), an Operating Deficit shall exist, Wichita GP shall make a loan to the Partnership (an "Operating Deficit Loan") as shall be necessary to pay such Operating Deficit(s), provided, however, that Wichita GP shall not be obligated to make an Operating Deficit Loan if and to the extent such loan would cause the aggregate amount of all Operating Deficit Loans then outstanding to exceed $850,000.00 (the "ODG Cap"). Any Operating Deficit Loan shall be on the following terms: (i) it shall be unsecured; (ii) it shall not bear interest; (iii) it shall be repayable solely from Net Cash Flow as set forth in Section 9.1 of this Agreement, and from the proceeds of a Capital Transaction as set forth in Section 9.2 of this Agreement and from the net proceeds resulting from liquidation of the Partnership as set forth in Section 9.3 of this Agreement; and (iv) it shall be fully subordinated to payment of Project Loans, LP Loans, GP Loans, indebtedness of the Partnership to all Persons other than Partners and to all other amounts which have a payment priority under Sections 9.1, 9.2 and 9.3 of this Agreement. If, on or before expiration of the Initial Period, the General Partner or any affiliate of the General Partner constructs or participates in a project that is not owned by an Affiliated Entity (the "New Project") which qualifies for Tax Credits within a one mile radius of the location of the Apartment Complex (the "Radius"), then the obligation of Wichita GP to make Operating Deficit Loans shall continue until six years from the date the last certificate of occupancy for the New Project is issued by the applicable Authority (the "Issuance Date"). If the General Partner or any Affiliate of the General Partner, constructs or otherwise participates in a New Project within the Radius after the Initial Period, then Wichita GP shall provide Operating Deficit Loans for a period of six years commencing on the Issuance Date. Wichita GP shall be required to fund Operating Deficits pursuant to this Section 6.9(b) by the earlier of (A) the date required to avoid a default or penalties under Partnership obligations, including without limitation the Project Loans, and (B) the date required to keep all expenses without a specific maturity date paid 45 days after the date of the invoice. The foregoing guaranty is r...
Operating Deficit Guaranty. [INTENTIONALLY DELETED].
Operating Deficit Guaranty. Until positive Surplus Cash for the Project for two (2) consecutive Project fiscal years, Borrower and Guarantors will be required to unconditionally guarantee the reimbursement to Borrower of any Operating Deficits that are not reimbursed from other sources (such as an operating reserve) (“Operating Deficit Guaranty”). For purposes of the Operating Deficit Guaranty, an Operating Deficit constitutes negative Surplus Cash. “Surplus Cash” shall mean the net operating cash of the Project, calculated annually by the Borrower’s independent accountant as of the Project’s fiscal year ending date, in the manner required by HUD for its multifamily programs, as reviewed and approved by LHC. Surplus Cash measures the operating cash assets of the Project, less certain short term operating obligations of the Project. During the term of the Operating Deficit Guaranty, Surplus Cash shall be measured and (if positive) distributed once annually. Annual operating deficits shall be funded by the Guarantors under the Operating Deficit Guaranty on or before the date on which annual audited financial statements for the Project are due to LHC under Section 8.9 of this Agreement. Any such payments of Operating Deficits by Guarantors to Borrower shall be repayable from Borrower to Guarantors only from annual positive Surplus Cash, if any, that is earned and received by Borrower. The obligations of each Guarantor shall survive any foreclosure proceeding, any foreclosure sale, any delivery of any deed in lieu of foreclosure, and any release of record of the Mortgage. LHC may pursue its remedies against any Guarantor without first exhausting its remedies against the Borrower or the Project, or any other Guarantor.
Operating Deficit Guaranty. Borrower and a Key Principal acceptable to OCD will be required to guarantee annual operating deficits until the Project has generated positive Surplus Cash for two (2) consecutive fiscal years. Provided, however, if a Key Principal is an organization exempt from payment of federal income tax under Section 501(a) of the Internal Revenue Code of 1986, as amended (“Code”), as an entity organized under Section 501(c)(3) of the Code, the Key Principal’s obligations under any Operating Deficit Guaranty shall (i) not extend more than five (5) years from the date that the Project first achieves “break-even operations”, and (ii) be capped at an amount equal to “six (6) months” of operating expenses. For purposes of this section, “break-even operations” mean the date upon which (i) the Project achieves 95 percent occupancy, and (ii) the revenues received from the normal operation of the Project equal all accumulated operational costs of the Project for a period of three (3) consecutive months after completion of construction computed on a cash basis and in
Operating Deficit Guaranty of the Operating Agreement, which provides for the making of the Operating Deficit Guaranty by Xxxx, is hereby deleted in its entirety.
