Member Loans Clause Samples

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. 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. 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. (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 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. (b) Any Member Loan made by any Member pursuant to this Section 4.3 shall bear interest at a rate equal to the lesser of (i) the Target Internal Rate of Return or (ii) the Reference Rate plus two percent (2%), unless a lower rate of interest is otherwise agreed to by any such Member in its sole discretion. Interest on each Member Loan pursuant to this Section 4.3 shall accrue and, if not paid in accordance with this Section 4.3, be compounded to the principal amount thereof on each Distribution Date. (c) A Member Loan made by any Member pursuant to this Section 4.3 shall be evidenced by a note substantially in the form of Exhibit D. The Company shall, and the Managing Member shall cause the Company to, apply in accordance with the provisions of this Section 4.3 all amounts of Distributable Cash to the payment of principal of all outstanding Member Loans (together with accrued interest thereon and all other amounts due in respect thereof) made pursuant to this Section 4.3 and, unless and until ...

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. Each Member Loan made pursuant to this Agreement, unless otherwise specified, shall contain the following terms: (a) an initial term of one year; (b) incur interest at the rate of at a rate per annum equal to the Prime Rate, plus 4% (“Annual Premium Rate”), computed daily, by multiplying the amount of the advance by the quotient resulting from dividing the Annual Premium Rate by 365 and multiplying the result by the number of days since the date of advance until paid; and (c) at the expiration of the term of the Member Loan, to the extent that such loan is not repaid in full, the Member to whom such amount is due may elect, by written notice to the owing Member who is so indebted, to either (1) exercise the Right of Conversion (as provided in the prior paragraph); or (2) if such election has not been made, to deem such Member Loan as extended, and receive all distributions otherwise payable to the owing Member who is so indebted, until such Member Loan (together with all interest accrued thereon) is paid in full, in which event, such distributions shall be applied first to reduce any accrued and unpaid interest, and then to reduce any unpaid principal. Each Member Loan made pursuant hereto shall also: (a) be non-recourse; (b) unless otherwise agreed to by the owing Member, be payable solely out of any distributions that would otherwise thereafter be payable to the owing Member pursuant to the distribution provisions hereof (for so long as any Member Loan shall be outstanding, all such distributions so paid to a Member who has advanced a Member Loan shall be deemed distributed to the owing Member to which such Member Loan was made for purposes of determining such owing Member’s Capital Account balance) and shall be allocated first to the repayment of accrued and unpaid interest, and thereafter to unpaid principal; (c) be secured by the owing Member’s Membership Interest; (d) be repayable at any time in whole or in part without premium or penalty; and (e) shall mature and be fully payable, at the election of the holder, on demand at any time after the 12th month after same was made. Each Member to whom a Member Loan is made does hereby grant to the Contributing Member making such Member Loan a first priority security interest in and to all of such owing Member’s Interest. Each owing Member shall, upon request, execute such security agreements and financing statements as may from time to time be requested by the Contributing Member making a Member Loan to bet...