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.
Appears in 9 contracts
Samples: Limited Liability Company Agreement (Global Growth Trust, Inc.), Limited Liability Company Agreement (CNL Growth Properties, Inc.), Limited Liability Company Agreement (Global Growth Trust, Inc.)
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.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Global Growth Trust, Inc.), Limited Liability Company Agreement (Global Growth Trust, Inc.), Limited Liability Company Agreement (CNL Growth Properties, Inc.)
Member Loans. No If the Non‑Defaulting Member funds the Deficiency Amount pursuant to clause (z) of Section 5.3(a) and designates such amount as a “Member Loan”, then such amount shall be obligated treated as loaned by the Non‑Defaulting Member to lend any money the Defaulting Member, and in turn, contributed by the Defaulting Member to the capital of the Company. If Inland is the Operating Member determines that Non-Defaulting Member, at its election, it is necessary or appropriate for may direct the Company to borrow money from any of cause 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 made from the Members and the purpose NIC Funds, which, for purposes 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 this Section shall be exercisable deemed to have been withdrawn by notice given to Inland from the Company and loaned to the other Members within 45 days of receipt Defaulting Member, and the Company shall treat the amount of the NIC Funds designated as the Member Loan Request Notice from the Operating Member or by such earlier date as shall have having been determined to be appropriate contributed 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 Defaulting Member 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 capital of the Company. Each A Member Loan shall be an obligation bear interest at the Default Rate, compounded monthly on the average daily outstanding balance of principal. Until such time as a Member Loan has been satisfied as a result of the CompanyConversion Election described below or repaid in full by the Defaulting Member, provided all distributions pursuant to this Agreement that no would otherwise be paid by the Company to the Defaulting Member pursuant to Article 7 or Article 12 of this Agreement shall instead be personally obligated paid by the Company directly to repay the Non‑Defaulting Member, and the Defaulting Member hereby grants the Non‑Defaulting Member a security interest in the Defaulting Member’s rights to distributions under Article 7 or Article 12 to secure said obligation. Such amounts shall for all purposes of this Agreement be deemed distributed by the Company to the Defaulting Member pursuant to this Agreement and then paid by the Defaulting Member to the Non‑Defaulting Member and applied first against accrued but unpaid interest owing with respect to the Member Loan and then in reduction of the principal balance thereof. Each Member Loan Loan, including all accrued interest thereon, shall be due and payable or collectible only out of in full on 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 first anniversary of the date of each prime rate change published, but in no event shall on which the rate of interest exceed Non‑Defaulting Member advances the highest rate permitted by law for applicable Deficiency Amount to the obligor which, if exceeded, could subject Company (the lending Member to penalties or forfeiture of all or any part of the interest or principal associated with such Member Loan“Due Date“).
Appears in 2 contracts
Samples: Operating Agreement (Inland Real Estate Corp), Operating Agreement (Inland Real Estate Corp)
Member Loans. No 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 or any Subsidiary to meet the Annual Budget, Business Plan, then Managing Member shall deliver written notice of such actual or projected cash deficit to the Members requesting that they agree that a loan (a “Member Loan”) should be obligated to lend any money made to the Company. If , which notice shall specify the Operating Member determines that it is necessary or appropriate for the Company to borrow money from any term and interest rate 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 requested Member Loan. Each Within 10 business days following the effective date of the Members such notice, each such Member shall have the right, but notify Managing Member (a) whether or not the obligation, to lend 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 all Members (y) agree that a Member Loan in the amount specified in Managing Member’s notice should be borrowed 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 column labeled “Percentage Interest” on Exhibit A attached hereto, as such Percentage Interests may adjusted under this Agreement (the “Percentage Interests”) (or as such Members otherwise agree). Notwithstanding the foregoing, if the Co-Managing Member elects that the Member Loan should be made but the JV Member does not, the Co-Managing Member may elect to make the entire Member Loan or such portion as it may so elect. 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 such Loan Request NoticeManaging Member’s notice. Furthermore, 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 Co-Managing Member shall structure any Member Loan Request Notice from the Operating Co-Managing 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 is, at all times, a “real estate asset” under Section 856(c) of the Code. If, from any circumstances whatsoever, the Company ever receives as interest under a 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 an amount which would 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.SMRH:479330698.9
Appears in 1 contract
Samples: Limited Liability Company Agreement (KBS Strategic Opportunity REIT II, Inc.)
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.
Appears in 1 contract
Samples: Limited Liability Company Agreement (CNL Growth Properties, Inc.)
Member Loans. No Member If, at any time or times hereafter, the Investor Members determine that additional capital (in excess of the amounts required under Section ) is reasonably required by the Company, the Investor Members shall notify the other Members of the amount of such additional capital and the anticipated time such additional capital will be required. Upon delivery of such notice, Investor Members 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, entitled to lend to the Company the full amount of such required additional capital, subject to be borrowed as set forth Local Member’s election to participate in such Loan Request Noticeloan on a pro rata basis. Each Member may elect to participate in such loan, multiplied in accordance with the foregoing sentence, by its respective Percentage Interest, which shall be exercisable by delivering written notice given of such election to the Company and the other Investor Members within 45 15 days of receipt of the Loan Request Notice foregoing notice from Investor Members. A failure by a Member to deliver any notice within such 15 days shall be deemed an election not to participate in the Operating loan. All principal and accrued interest with respect to any loan made by any Member or by such earlier date as in favor of the Company pursuant to this Section shall have been determined to be appropriate by paid from all remaining Distributable Funds after the Operating Member, as payment of the items set forth in the Loan Request Notice. If any (a) and (b) of the Members does not lend the full amount set forth for it in the Loan Request Noticedefinition of Distributable Funds, 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 mature and the Member Loan shall be payable in full on or collectible only out before the Change of the assets Percentage Interest Date determined without regard to paragraph (c) of the Company. All such Member Loans Section , and unpaid principal amounts thereof from time to time shall be on commercially reasonable terms as determined by Member Consent and shall bear accrue interest at a rate of 2% per annum above equal to the prime rate (or published in 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 publishedsuch loan plus 5.0%; provided, but however, that any interest payable under such loan shall be subject to reduction to the amount not 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 excess of the interest maximum legal amount allowed under the applicable usury laws as now or principal associated with hereafter construed by the courts having jurisdiction over such Member Loanmatters; provided, further, that if any such loan is made after the Change of Percentage Interest Date has passed, then such loan shall mature and be payable in full at such later date as the parties to such loan may agree.
Appears in 1 contract
Samples: Operating and Member Control Agreement (Juhl Energy, Inc)
Member Loans. No Member shall be obligated In the event Manager determines, in its reasonable discretion, that funds in addition to lend any money those otherwise obtained pursuant to the Company. If the Operating Member determines that it is Sections 3.01 are necessary or appropriate for the Company to borrow money meet the Annual Budget, Business Plan, then Manager shall deliver written notice of such actual or projected cash deficit to the Members 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. Within 10 business days following the effective date of such notice, each such Member shall notify Manager (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 all Members (y) agree that a Member Loan in the amount specified in Manager’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 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 Manager’s notice. If, from any circumstances whatsoever, the Company ever receives 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, then the Operating Member but shall cause notice (a “Loan Request Notice”) be subordinate to any fees or reimbursements required to be sent made to each the Members and/or their Affiliates pursuant to Section 2.13. Accordingly, notwithstanding the provisions of Articles V and VIII, until any and all Member Loans are repaid in full, the Members, setting forth the amount proposed to be borrowed Members shall draw no further distributions from the Members Company and all cash or property otherwise distributable with respect to the purpose of the proposed Member Loan. Each Interests of the Members shall have be paid to the Member(s) making Member Loan(s) in proportion to, and as a reduction of, the outstanding balance(s) of such Member Loan(s), with such funds being applied first to reduce any interest accrued thereon, and then to reduce the principal amount thereof. As used in this Agreement, the term “Interest” means in respect to any Member, all of such Member’s right, but not the obligation, to lend title and interest in and to the Company the amount to be borrowed as set forth in such Loan Request NoticeNet Profits, multiplied by its respective Percentage InterestNet Losses, which shall be exercisable by notice given to the Company Net Cash, 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 capital of the Company, provided that no Member and any and all other interests therein in accordance with the provisions of this Agreement and the Act. As used in this Agreement, the terms “Net Profits” and “Net Losses” mean, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss, as the case may be, for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss and deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be personally obligated to repay the Member Loan and the Member Loan included in taxable income or loss); provided, however, for purposes of computing such taxable income or loss, (i) such taxable income or loss shall be payable adjusted by any and all adjustments required to be made in order to maintain Capital Account balances in compliance with Treasury Regulation Section 1.704-1(b), and (ii) any and all items of gross income or collectible only out of gain and/or partnership and/or partner “nonrecourse deductions” specially allocated to any Member pursuant to Section 4.02 shall not be taken into account in calculating such taxable income or loss. If KBS does not approve a Member Loan, such disapproval shall not be construed as a dispute, controversy or a disagreement under this Agreement between the assets of the Company. All such Member Loans shall be on commercially reasonable terms as determined by Member Consent applicable Members and shall bear interest at a rate of 2% per annum above not be subject to the prime rate (or the average thereof if published as a range) (arbitration provision set forth 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 LoanSection 10.07 below.
Appears in 1 contract
Samples: Limited Liability Company Agreement (KBS Strategic Opportunity REIT II, Inc.)
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.
Appears in 1 contract
Samples: Operating Agreement (Summit Properties Partnership L P)
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.
Appears in 1 contract
Samples: Limited Liability Company Agreement (CNL Growth Properties, Inc.)
Member Loans. No In the event Managing Member shall be obligated determines, in its reasonable discretion, that funds in addition to lend any money those otherwise obtained pursuant to the Company. If the Operating Member determines that it is Section 3.01 are necessary or appropriate for the Company to borrow money from any meet the Annual Budget, Business Plan and Managing Member has elected not to request such additional funds in the form of the Membersadditional capital pursuant to Section 3.06, then the Operating Managing Member shall cause deliver written notice of such actual or projected cash deficit to KBS and JV Member requesting that they agree that a loan (a “Loan Request NoticeMember Loan”) to should 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 made to the Company, such Member Loan which notice shall not constitute a Capital Contribution by such Member(s) or entitle it to any increase in its share specify the term and interest rate of the distributions of the Company. Each requested 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 CompanyLoan. 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 commercially reasonable terms Exhibit A attached hereto (the “Percentage Interests”) (or as determined such Members otherwise agree). Any and all advances made by any Member Consent 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 at a rate of 2% per annum above the prime rate (or the average thereof if published as a range) (set forth in each case as published Managing Member’s notice. If, from time to time in The Wall Street Journal (or if The Wall Street Journal is no longer publishedany circumstances whatsoever, the prime rate Members ever receive as published interest under a Member Loan 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 an amount which would exceed the highest rate permitted by law for lawful rate, such amount which would be excessive interest shall be applied to the obligor which, if exceeded, could subject the lending Member to penalties or forfeiture of all or any part reduction of the interest 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 principal associated other cash proceeds to the Members, but shall be subordinate to any fees or reimbursements required to be made to the Members and/or their Affiliates pursuant to Section 2.13 and/or the agreements described in Section 2.11. Accordingly, notwithstanding the provisions of Articles V and VIII, until any and all Member Loans are repaid in full, the Members shall draw no further distributions from the Company and all cash or property otherwise distributable with respect to the Interests of the Members shall be paid to the Member(s) making Member Loan(s) in proportion to, and as a reduction of, the outstanding balance(s) of such Member Loan(s), with such Member Loanfunds being applied first to reduce any interest accrued thereon, and then to reduce the principal amount thereof.
Appears in 1 contract
Samples: Rental Agency Agreement (KBS Strategic Opportunity REIT, Inc.)
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.
Appears in 1 contract
Samples: Limited Liability Company Agreement (CNL Growth Properties, Inc.)