3 - LOAN AGREEMENT FOR AMCAL_2018-01-16 (2)

Home Browse Search

EXHIBIT 3 control of the business of the Partnership or have any right or authority to act for or on behalf of the Partnership. 6.6. Interest. Interest earned on Partnership funds shall inure to the benefit of the Partnership, and Limited Partners shall not receive interest on funds contributed by them. 6.7. Right to Withdraw Contribution. No partner shall have the right to withdraw or reduce his contribution to the capital of the Partnership except as a result of the dissolution of the Partnership or as otherwise permitted by the Act, and no partner shall have the right to demand or receive property other than cash in return for his contributions to the Partnership. 6.8. Failure to Make Additional Capital Contributions. If the Partnership has insufficient funds to pay the Partnership's obligations, the Administrative General Partner shall have the option of either advancing the necessary sums and thereafter being reimbursed from Partnership funds as they become available or levy a capital contribution assessment on all Partners in proportion to their respective partnership interests. If any such additional contributions are not received within 15 days after the Partners are notified of the election to assess, the additional capital would be raised by first giving the remaining partners the first right of refusal to buy the incremental funding of the partners who do not come up with the required sum. If this fails the, Administrative General Partner would attempt to get new partners to buy the incremental funding required. The new money contributed (hereinafter "New Money") will receive a 30% annual return and the New Money will be returned to the investor before previously contributed capital receives a return or is returned to partners. 6.9. Loans. Any sums in excess of the total capital contributions required by this Agreement, required to meet the costs of owning and operating the Partnership Property may be loaned to the Partnership by the Partners, either General or Limited, and may be repaid with interest not to exceed the legal maximum when the Partnership has funds available not required in the operation of the Partnership business. Any such loans shall not increase the lending Partner's interest in the Partnership. 7. Profits, Losses and Distributions. 7.1. Definitions. For purposes of this Agreement, the following capitalized terms are defined as follows; 7.1.1. "Distributable Cash" is all cash of the Partnership (including without limitation cash from the sale of any or all of the Partnership property) less (i) the amount necessary for payment of all costs, expenses, obligations and liabilities of the Partnership then due (including any then due advances to the Partnership by the Partners), and (ii) the amount deemed necessary by the Administrative General Partner, in the exercise of its reasonable discretion, to establish a reserve for the payment of foreseen or unforeseen costs, expenses, obligations or liabilities of the Partnership. Initial LP Agreement - Santa Ana 9.1..7.59.1.15 3-114