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advances to the Partnership prior to the due date of interest
pay~nents or in the alternative paying the interest from
•Partnership funds and obtaining periodic reimbursement or
charging it against future distributions to the Partners. In
addition all costs attributable to said loan including fees,
taxes, title insurance, administration time, etc. shall be
allocated among the parties for whose benefit the loan is
obtained in an equitable manner as determined by the Managing
General Partner.
In the event that such a loan is arranged for some of the
capital contribution and the project subsequently needs to
borrow funds in order to maintain its operating or other needs
and cannot make such a loan on reasonable terms due to the
existence of the outstanding loan for the capital
contributions, then the M~naging General Partner shall so
advise Fairfield and the Limited Partner and each shall
contribute pro rata their portion of the needed funds up to the
entire amount borroweci, but in no event to exceed the-unpaid
amount of the Partners' notes representing the balance of their
capital contributions. To the extent that such contribution.is
made then the interest on the borrowed funds which are being
utilized in the project shall be paid from that time forward by
the project. All borrowed funds shall be repaid prior to any
distribution of cash from the project unless otherwise agreed
from time to time by the General Partners.
Failure of Fairfield or the Limited Partner to contribute
on call as required by this Paragraph shall be subject to the
same penalties as provided in Paragraph 6(a) above after notice
as required therein.
Covenants and conditions of the line of credit or loan
agr~e~~~~n~ z~ust te ucc;epta~ile t~ the i~%,anaging Generai Partner
and Fairfield; provided, however, that consent to such terr~s
shall not be unreasonably withheld. For the purpose of this
Agreement such consent shall not be deemed to have been
unreasonably withheld if the Managiny General Partner withholds
such consent because it concludes, in good faith, that any such
proposed financing will unduly restrict the ability of the
Limitea Partnership to otherwise obtain adequate project
financing, or would subject the project to burdensome financial
and other covenants - it being unaerstood that in making the
aforesaid determination the Managing General Partner shall be
required to conclusively assume that Fairfield and the Limited
Partner will pay their notes and fu~fill their other
undertakings in this Paragraph upon demand without default.
All Partners agree that it is in the best interest of the
Partnership for a line of credit to be established at an early
date for the project if this can be done on feasible terms.
The Managing General Partner shall provide reasonable notice to
Fairfield and to the Limited Partner of any pending call for
contributions for interest payments or for principal payments
that may be required from Fairfield and the Limited Partner.
` - 4 - ~~~K 350 Pa~E119`3
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