Each contribution under this Section 3.2 is
herein called a "Subsequent Contribution."
No additional capital contributions
shall be required to be made by the Members other than as expressly provided in
this Section 3.2.
A. 100B100B100B100B100B100BUUUUContribution Requests
.UUUU
If BREA determines from time to time that the Company requires additional
capital, then BREA shall submit a written contribution request (a "Contribution
Request") to the Members describing such capital requirements and setting forth
each Member's required contribution.
BREA may submit Contribution Requests to
the Members no more frequently than once each month, unless there is an
emergency, in which event BREA shall immediately notify the Members in
writing.
Administrative Member shall
11
have the obligation to notify BREA of anticipated capital requirements, in which
event BREA may submit a Contribution Request.
B. 101B101B101B101B101B101BUUUUDeposit
.UUUU
Within ten (10) business days after a Contribution Request is delivered
to the Members, each Member shall contribute to the Company by deposit into the
"Operating Accounts" (as hereinafter defined) the amount to be contributed by
such Member under such Contribution Request.
C. 102B102B102B102B102B102BUUUUUse of Contributions
.UUUU
The Administrative Member acknowledges that the Operating Budget and the
Capital Budget restrict disbursements to line items in cost categories (subject
to the deviations permitted under Section 5.1B(3)).
The Administrative Member
shall use the contributions made pursuant to Section 3.1 and Subsequent
Contributions in conformity with the Requirements.
Section 3.3. 28B28B28B28B28B28BUUUUFailure to Contribute
.
A. 103B103B103B103B103B103BUpon the failure of a Member (a "Non-Contributing
Member"), for a period in excess of ten (10) days, to make its share of any
required capital contribution under Section 3.1 or 3.2 (the portion thereof not
contributed by such Non-Contributing Member being referred to herein as the
"Deficiency"), then the other Members (as applicable, a "Contributing Member" or
"Contributing Members"), may each, in its sole and absolute discretion within
ten (10) days after the expiration of the foregoing ten (10) day period, in
proportion to their Company Percentages or in such other percentages as they may
agree, (1) loan to the Non-Contributing Member the Deficiency by depositing the
same into the Operating Accounts, or (2) contribute to the Company the
Deficiency by depositing the same into the Operating Accounts, which
contribution shall reduce the Non-Contributing Member's Company Percentage
pursuant to subsection D below.
B. 104B104B104B104B104B104BIf a Contributing Member proceeds under clause (1) of
subsection A above, then any amounts funded by a Contributing Member shall be
treated as (i) a loan (which shall be called a "Default Loan") bearing interest
at the "Default Rate" (which, as used herein, means, from time to time, the
greater of (A) 20% per annum, compounded annually, or (B) 10% per annum in
excess of the prime rate of interest publicly announced by Citibank, N.A.,
compounded annually, but not less than 15% per annum, compounded annually, but
not more than the maximum amount allowable under applicable law), and shall be
due and payable ten (10) days after the date made, followed by (ii) a capital
contribution by such Non-Contributing