Common use of Temporary Advances Clause in Contracts

Temporary Advances. (a) Subject to Board Approval, one or more Members or their subsidiaries, in its discretion, may make loans (each, a “Temporary Advance”) to temporarily fund obligations for Valid Company Purposes until Capital Contributions are made by the Members as set forth in Section 3.1. Such Temporary Advances plus interest at the Temporary Advance Rate shall be returned from any Capital Contributions made by the Member(s) not making Temporary Advances under Section 3.1 or, as and when available, from Investment Proceeds, with any unreturned Temporary Advances plus interest at the Temporary Advance Rate paid as set forth in Section 5.1; provided, that, a Member’s repayment of interest in respect of a Temporary Advance shall not reduce the amount of such Member(s) remaining Capital Commitment. For example, if the Company has called Capital Contributions of $200 from the Members (i.e., $100 per Member), and one Member contributes $200 because the other Member is unwilling or unable to contribute its $100 before the date required by Section 3.1, then the $100 advanced on behalf of the other Member shall constitute a Temporary Advance. (b) If the Board fails to timely approve a call for Capital Contributions in cash in accordance with Section 3.1 that is (i) requested by any Member and (ii) intended to avoid or cure any borrowing base deficiency, default, event of default, potential termination event or termination event relating to any Facility or any derivative instrument or other indebtedness incurred by the Company or a Subsidiary, each of the other Members may, in its sole discretion, fund in cash only the amount necessary to avoid or cure such borrowing base deficiency, default, event of default, potential termination event or termination event as required under the terms of any such Facility, derivative instrument or other indebtedness of the Company or any Subsidiary without Board Approval, and the amount of any such funding shall be shall be deemed a Temporary Advance and returned to the advancing Member (together with interest accruing on such amount at the Temporary Advance Rate) from any Capital Contributions under Section 3.1 or, as and when available, from Investment Proceeds, with any unreturned Temporary Advances plus interest at the Temporary Advance Rate paid as set forth in Section 5.1; provided that all interest due and payable in respect of any Temporary Advance shall be the sole responsibility of the Member(s) not making Temporary Advances, shall be paid by such Member(s) simultaneously with their related Capital Contribution(s) and shall not reduce the amount of such Member(s) remaining Capital Commitment.

Temporary Advances. (a) Subject to Board Approval, one or more Members or their subsidiaries, in its discretion, may make loans (each, a “Temporary Advance”) to temporarily fund the obligations for Valid Company Purposes until of another Member who fails to make Capital Contributions are made by the Members as set forth in Section 3.13.1 or to provide the funding contemplated by Section 3.2(b) (“Non-Contributing Member”), by paying the amount of such Temporary Advance to the Company on behalf of the Non-Contributing Member. Such Temporary Advances plus interest at the Temporary Advance Rate accrued thereon, shall be returned from any Capital Contributions made repaid directly by the Member(s) not making Temporary Advances under Section 3.1 orNon-Contributing Member or be returned, as and when available, from Investment Proceeds, with any unreturned Temporary Advances plus interest at the Temporary Advance Rate paid Proceeds otherwise distributable to such Non-Contributing Member (and such distributions shall be treated for all purposes of this Agreement as set forth in Section 5.1distributed to such Non-Contributing Member); provided, that, a Member’s repayment of interest in respect of a Temporary Advance shall not reduce the amount of such Member(s) remaining Capital Commitment. For example, if the Company has called Capital Contributions of $200 from the Members (i.e., $100 per Member), and one Member contributes $200 because the other Non-Contributing Member is unwilling or unable to contribute its $100 before the date required by Section 3.1, then the $100 advanced on behalf of the other Non-Contributing Member shall constitute a Temporary Advance. The parties agree that the Temporary Advances shall be a non-recourse loan from the Member making such Temporary Advance to the Non-Contributing Member followed by a Capital Contribution by the Non-Contributing Member to the Company. (b) If the Board fails to timely approve a call for Capital Contributions in cash in accordance with Section 3.1 that is (i) requested by any Member and (ii) intended to avoid or cure any borrowing base deficiency, default, event of default, potential termination event or termination event relating to any Facility or any derivative instrument or other indebtedness incurred by the Company or a Subsidiary, each of the other Members may, in its sole discretion, fund in cash only the amount necessary to avoid or cure such borrowing base deficiency, default, event of default, potential termination event or termination event as required under the terms of any such Facility, derivative instrument or other indebtedness of the Company or any Subsidiary without Board Approval, and the amount of any such funding shall be shall be deemed a Temporary Advance from the advancing Member to the Non-Contributing Member and repaid or returned to the advancing Member (together with interest accruing on such amount accrued thereon at the Temporary Advance Rate) from any Capital Contributions under Section 3.1 or, as and when available, from Investment Proceeds, with any unreturned Temporary Advances plus interest at the Temporary Advance Rate paid as set forth in Section 5.13.2(a); provided that all interest due and payable in respect of any Temporary Advance shall be the sole responsibility of the Non-Contributing Member(s) not making Temporary Advances, shall be paid by such Member(s) simultaneously with their related Capital Contribution(s) and shall not reduce the amount of such Non-Contributing Member(s) remaining Capital Commitment.

Temporary Advances. (a) Subject to Board Approval, one or more Members or their subsidiaries, in its discretion, may make loans (each, a “Temporary Advance”) to temporarily fund the obligations for Valid Company Purposes until of another Member who fails to make Capital Contributions are made by the Members as set forth in Section 3.13.1 or to provide the funding contemplated by Section 3.2(b) (“Non-Contributing Member”), by paying the amount of such Temporary Advance to the Company on behalf of the Non-Contributing Member. Such Temporary Advances plus interest at the Temporary Advance Rate accrued thereon, shall be returned from any Capital Contributions made repaid directly by the Member(s) not making Temporary Advances under Section 3.1 orNon-Contributing Member or be returned, as and when available, from Investment Proceeds, with any unreturned Temporary Advances plus interest at the Temporary Advance Rate paid Proceeds otherwise distributable to such Non-Contributing Member (and such distributions shall be treated for all purposes of this Agreement as set forth in Section 5.1distributed to such Non-Contributing Member); provided, that, a Member’s repayment of interest in respect of a Temporary Advance shall not reduce the amount of such Member(s) remaining Capital Commitment. For example, if the Company has called Capital Contributions of $200 from the Members (i.e., $100 per Member), and one Member contributes $200 because the other Non-Contributing Member is unwilling or unable to contribute its $100 before the date required by Section 3.1, then the $100 advanced on behalf of the other Non-Contributing Member shall constitute a Temporary Advance. The parties agree that the Temporary Advances shall be a non-recourse loan from the Member making such Temporary Advance to the Non-Contributing Member followed by a Capital Contribution by the Non-Contributing Member to the Company. (b) If the Board fails to timely approve a call for Capital Contributions in cash in accordance with Section 3.1 that is (i) requested by any Member and (ii) intended to avoid or cure any borrowing base deficiency, default, event of default, potential termination event or termination event relating to any Facility or any derivative instrument or other indebtedness incurred by the Company or a Subsidiary, each of the other Members may, in its sole discretion, fund in cash only the amount necessary to avoid or cure such borrowing base deficiency, default, event of default, potential termination event or termination event as required under the terms of any such Facility, derivative instrument or other indebtedness of the Company or any Subsidiary without Board Approval, and the amount of any such funding shall be shall be deemed a Temporary Advance from the advancing Member to the Non-Contributing Member and repaid or returned to the advancing Member (together with interest accruing on such amount accrued thereon at the Temporary Advance Rate) from any Capital Contributions under Section 3.1 or, as and when available, from Investment Proceeds, with any unreturned Temporary Advances plus interest at the Temporary Advance Rate paid as set forth in Section 5.13.2(a); provided that all interest due and payable in respect of any Temporary Advance shall be the sole responsibility of the Non-Contributing Member(s) not making Temporary Advances, shall be paid by such Member(s) simultaneously with their related Capital Contribution(s) and shall not reduce the amount of such Non-Contributing Member(s) remaining Capital Commitment.

Temporary Advances. (a) Subject to Board Approval, one or more Members or their subsidiaries, in its discretion, may make loans (each, a “Temporary Advance”) to temporarily fund the obligations for Valid Company Purposes until of 13 another Member who fails to make Capital Contributions are made by the Members as set forth in Section 3.13.1 or to provide the funding contemplated by Section 3.2(b) (“Non-Contributing Member”), by paying the amount of such Temporary Advance to the Company on behalf of the Non-Contributing Member. Such Temporary Advances plus interest at the Temporary Advance Rate accrued thereon, shall be returned from any Capital Contributions made repaid directly by the Member(s) not making Temporary Advances under Section 3.1 orNon-Contributing Member or be returned, as and when available, from Investment Proceeds, with any unreturned Temporary Advances plus interest at the Temporary Advance Rate paid Proceeds otherwise distributable to such Non-Contributing Member (and such distributions shall be treated for all purposes of this Agreement as set forth in Section 5.1distributed to such Non-Contributing Member); provided, that, a Member’s repayment of interest in respect of a Temporary Advance shall not reduce the amount of such Member(s) remaining Capital Commitment. For example, if the Company has called Capital Contributions of $200 from the Members (i.e., $100 per Member), and one Member contributes $200 because the other Non-Contributing Member is unwilling or unable to contribute its $100 before the date required by Section 3.1, then the $100 advanced on behalf of the other Non-Contributing Member shall constitute a Temporary Advance. The parties agree that the Temporary Advances shall be a non-recourse loan from the Member making such Temporary Advance to the Non-Contributing Member followed by a Capital Contribution by the Non-Contributing Member to the Company. (b) If the Board fails to timely approve a call for Capital Contributions in cash in accordance with Section 3.1 that is (i) requested by any Member and (ii) intended to avoid or cure any borrowing base deficiency, default, event of default, potential termination event or termination event relating to any Facility or any derivative instrument or other indebtedness incurred by the Company or a Subsidiary, each of the other Members may, in its sole discretion, fund in cash only the amount necessary to avoid or cure such borrowing base deficiency, default, event of default, potential termination event or termination event as required under the terms of any such Facility, derivative instrument or other indebtedness of the Company or any Subsidiary without Board Approval, and the amount of any such funding shall be shall be deemed a Temporary Advance from the advancing Member to the Non-Contributing Member and repaid or returned to the advancing Member (together with interest accruing on such amount accrued thereon at the Temporary Advance Rate) from any Capital Contributions under Section 3.1 or, as and when available, from Investment Proceeds, with any unreturned Temporary Advances plus interest at the Temporary Advance Rate paid as set forth in Section 5.13.2(a); provided that all interest due and payable in respect of any Temporary Advance shall be the sole responsibility of the Non-Contributing Member(s) not making Temporary Advances, shall be paid by such Member(s) simultaneously with their related Capital Contribution(s) and shall not reduce the amount of such Non-Contributing Member(s) remaining Capital Commitment.remaining