Common use of Capital Calls; Optional Capital Contributions Clause in Contracts

Capital Calls; Optional Capital Contributions. (a) The Managing Member may from time to time make one or more capital calls by written notice (each such written request, a “Capital Call”), which Capital Call shall contain the following information: (i) the purpose for which the requested Capital Contribution will be used, including whether the Capital Contribution is to remedy an Emergency, (ii) the total amount of Capital Contributions requested from all Members, (iii) the amount of Capital Contribution requested from the Member to whom the request is addressed, which, except as set forth in Section 4.04(b), shall equal an amount equal to the total amount of the Capital Call multiplied by such Member’s Unreturned Contribution Percentage as of the date of such Capital Call, and (iv) the date on which payments of the Capital Contributions are due (which date shall not be less than twelve (12) Business Days following the date on which the Capital Call is given) and the method of payment (provided that such date and method shall be the same for each of the Members), and, subject to Section 4.04(c), the Members will have the option (but not the obligation) to make such additional Capital Contributions to the Company in accordance with the terms specified in such Capital Call. Notwithstanding the foregoing, but subject to Section 12.02(a)(iv), no Member shall be required to make any additional Capital Contribution (other than such Member’s Effective Date Capital Contribution) to the Company pursuant to this Agreement, even if such Capital Call is requested to fund an Emergency. (b) In connection with any capital call issued by NMPP to its members to fund the Compressor Project, to the extent the NEP Affiliate Note has been repaid in full by NEP US Holdings and any reserves (including, without limitation, the interest payments made by NEP US Holdings under the NEP Affiliate Note) for capital expenditures have been fully drawn, the Managing Member shall issue a Capital Call solely to the Class A Members in an amount sufficient to allow the Company, through its Subsidiaries, to fund the amount requested by NMPP with respect to the Compressor Project. If the Class A Members fail to make a Capital Contribution pursuant to such Capital Call, then the Class B Members will have the option (but not the obligation) of making a loan upon the terms and subject to the conditions set forth in Section 4.05 for all or any portion of the amount of capital requested by the Managing Member in such Capital Call that is not funded by a Capital Contribution made by the Class A Member pursuant to this Section 4.04(b). The Company agrees that it shall direct and cause the representatives appointed by NMP LP to the Executive Committee of NMPP to approve the issuance of capital calls by NMPP for all Compressor Capital Contributions as approved by, and in accordance with, the Compressor Project EC Consent in a reasonably timely manner as and when required by NMPP to fund the Compressor Project. (c) With respect to any Capital Call, if any Member elects not to make a Capital Contribution pursuant to such Capital Call, then (i) notwithstanding anything in this Agreement to the contrary, without the consent of the Member(s) electing not to make such Capital Contribution, no Member may make any Capital Contribution pursuant to such Capital Call, other than a Capital Call requested to fund an Emergency (and in such case, only to the extent permitted by Section 6.03); and (ii) solely to the extent that the purpose of the Capital Call is to remedy an Emergency, the other Members will have the option (but not the obligation) of making a loan (and in such case, only to the extent permitted by Section 6.03) upon the terms and subject to the conditions set forth in Section 4.05 for all or any portion of the amount of capital requested by the Managing Member in such Capital Call that is not funded by a Capital Contribution made pursuant to clause (i). (d) In the event that the Members elect to make (or permit) a Capital Contribution pursuant to a Capital Call, then (i) all such Capital Contributions shall be made in cash, unless otherwise agreed by the Class B Members pursuant to Section 6.03, and (ii) all amounts received by the Company pursuant to this Section 4.04 shall be credited to the Capital Accounts of the respective Members making such Capital Contribution as of the date such Capital Contribution is received by the Company.

Capital Calls; Optional Capital Contributions. (a) The Managing Member may from time to time make one or more capital calls by written notice (each such written request, a “Capital Call”), which Capital Call shall contain the following information: (i) the purpose for which the requested Capital Contribution will be used, including whether the Capital Contribution is to remedy an Emergency, (ii) the total amount of Capital Contributions requested from all Members, (iii) the amount of Capital Contribution requested from the Member to whom the request is addressed, which, except as set forth in Section 4.04(b), which shall equal an amount equal to the total amount of the Capital Call multiplied by such Member’s Unreturned Contribution Percentage Interest as of the date of such Capital Call, and (iv) the date on which payments of the Capital Contributions are due (which date shall not be less than twelve (12) Business Days following the date on which the Capital Call is given, subject to Section 4.04(b)) and the method of payment (provided that such date and method shall be the same for each of the Members), and, subject to Section 4.04(c4.04(b), the Members will have the option (but not the obligation) to make such additional Capital Contributions to the Company in accordance with the terms specified in such Capital Call. Notwithstanding the foregoing, but subject to Section 12.02(a)(iv), no Member shall be required to make any additional Capital Contribution (other than such Member’s Effective Date Capital Contribution) to the Company pursuant to this Agreement, even if such Capital Call is requested to fund an Emergency. (b) In connection with any capital call issued by NMPP to its members to fund the Compressor Project, to the extent the NEP Affiliate Note has been repaid in full by NEP US Holdings and any reserves (including, without limitation, the interest payments made by NEP US Holdings under the NEP Affiliate Note) for capital expenditures have been fully drawn, the Managing Member shall issue a Capital Call solely to the Class A Members in an amount sufficient to allow the Company, through its Subsidiaries, to fund the amount requested by NMPP with respect to the Compressor Project. If the Class A Members fail to make a Capital Contribution pursuant to such Capital Call, then the Class B Members will have the option (but not the obligation) of making a loan upon the terms and subject to the conditions set forth in Section 4.05 for all or any portion of the amount of capital requested by the Managing Member in such Capital Call that is not funded by a Capital Contribution made by the Class A Member pursuant to this Section 4.04(b). The Company agrees that it shall direct and cause the representatives appointed by NMP LP to the Executive Committee of NMPP to approve the issuance of capital calls by NMPP for all Compressor Capital Contributions as approved by, and in accordance with, the Compressor Project EC Consent in a reasonably timely manner as and when required by NMPP to fund the Compressor Project. (c) With respect to any each Capital Call, if any Member elects not to make a Capital Contribution pursuant to such Capital Call, then (i) notwithstanding anything in this Agreement to the contrary, without the consent of the Member(s) electing not to make such Capital Contribution, no Member may make any Capital Contribution pursuant to such Capital Call, other than a Capital Call requested to fund an Emergency (and in such case, only to the extent permitted by Section 6.03); and (ii) solely to the extent that the purpose of the Capital Call is to remedy an Emergency, the other Members will have the option (but not the obligation) of making a loan (and in such case, only to the extent permitted by Section 6.03) upon the terms and subject to the conditions set forth in Section 4.05 for all or any portion of the amount of capital requested by the Managing Member in such Capital Call that is not funded by a Capital Contribution made pursuant to clause (i)Call. (dc) In the event that the all Members elect to make (or permit) a Capital Contribution pursuant to a Capital Call, then (i) all such Capital Contributions shall be made in cash, unless otherwise agreed by the Class B Members pursuant to Section 6.03, and (ii) all amounts received by the Company pursuant to this Section 4.04 shall be credited to the respective Members’ Capital Accounts of the respective Members making such Capital Contribution as of the date such Capital Contribution is received by the Companyreceived.

Capital Calls; Optional Capital Contributions. (a) The Managing Member may from time to time make one or more capital calls by written notice (each such written request, a “Capital Call”), which Capital Call shall contain the following information: (i) the purpose for which the requested Capital Contribution will be used, including whether the Capital Contribution is to remedy an Emergency, (ii) the total amount of Capital Contributions requested from all Members, (iii) the amount of Capital Contribution requested from the Member to whom the request is addressed, which, except as set forth in Section 4.04(b), which shall equal an amount equal to the total amount of the Capital Call multiplied by such Member’s Unreturned Contribution Percentage as of the date of such Capital Call, and (iv) the date on which payments of the Capital Contributions are due (which date shall not be less than twelve (12) Business Days following the date on which the Capital Call is given) and the method of payment (provided that such date and method shall be the same for each of the Members), and, subject to Section 4.04(c4.04(b), the Members will have the option (but not the obligation) to make such additional Capital Contributions to the Company in accordance with the terms specified in such Capital Call. Notwithstanding the foregoing, but subject to Section 12.02(a)(iv), no Member shall be required to make any additional Capital Contribution (other than such Member’s Effective Date Capital Contribution) to the Company pursuant to this Agreement, even if such Capital Call is requested to fund an Emergency. (b) In connection with any capital call issued by NMPP to its members to fund the Compressor Project, to the extent the NEP Affiliate Note has been repaid in full by NEP US Holdings and any reserves (including, without limitation, the interest payments made by NEP US Holdings under the NEP Affiliate Note) for capital expenditures have been fully drawn, the Managing Member shall issue a Capital Call solely to the Class A Members in an amount sufficient to allow the Company, through its Subsidiaries, to fund the amount requested by NMPP with respect to the Compressor Project. If the Class A Members fail to make a Capital Contribution pursuant to such Capital Call, then the Class B Members will have the option (but not the obligation) of making a loan upon the terms and subject to the conditions set forth in Section 4.05 for all or any portion of the amount of capital requested by the Managing Member in such Capital Call that is not funded by a Capital Contribution made by the Class A Member pursuant to this Section 4.04(b). The Company agrees that it shall direct and cause the representatives appointed by NMP LP to the Executive Committee of NMPP to approve the issuance of capital calls by NMPP for all Compressor Capital Contributions as approved by, and in accordance with, the Compressor Project EC Consent in a reasonably timely manner as and when required by NMPP to fund the Compressor Project. (c) With respect to any Capital Call, if any Member elects not to make a Capital Contribution pursuant to such Capital Call, then (i) notwithstanding anything in this Agreement to the contrary, without the consent of the Member(s) electing not to make such Capital Contribution, no Member may make any Capital Contribution pursuant to such Capital Call, other than a Capital Call requested to fund an Emergency (and in such case, only to the extent permitted by Section 6.03); and (ii) solely to the extent that the purpose of the Capital Call is to remedy an Emergency, the other Members will have the option (but not the obligation) of making a loan (and in such case, only to the extent permitted by Section 6.03) upon the terms and subject to the conditions set forth in Section 4.05 for all or any portion of the amount of capital requested by the Managing Member in such Capital Call that is not funded by a Capital Contribution made pursuant to clause (i). (dc) In the event that the Members elect to make (or permit) a Capital Contribution pursuant to a Capital Call, then (i) all such Capital Contributions shall be made in cash, unless otherwise agreed by the Class B Members pursuant to Section 6.03, and (ii) all amounts received by the Company pursuant to this Section 4.04 shall be credited to the Capital Accounts of the respective Members making such Capital Contribution as of the date such Capital Contribution is received by the Company.

Capital Calls; Optional Capital Contributions. (a) The Managing Member Manager may from time to time make one or more capital calls by written delivering to each Member notice thereof (each such written requestnotice, a “Capital Call”), which Capital Call shall contain the following information: (i) the purpose for which the requested Capital Contribution will be used, including whether the Capital Contribution is to provide funding to remedy an Emergency, consummate a Tax Equity Repurchase, make a Required Tax Payment, or provide for the working capital or credit needs of the Company or its Subsidiaries; (ii) the total amount of Capital Contributions requested from all Members, ; (iii) the amount of Capital Contribution requested from the Member to whom the request notice is addressed, which, except as set forth in Section 4.04(b), which amount shall equal an amount equal to the total amount of the Capital Call Contributions from all Members 897613.05-WILSR01A - MSW referenced in clause (ii) above multiplied by such Member’s Unreturned Contribution Percentage Pro Rata Share as of the date of such Capital Call, ; and (iv) the date on which payments of the Capital Contributions pursuant to such Capital Call are due (which date shall not be less than twelve (12) Business Days following the date on which the Capital Call is given) and the method of payment (provided that such date and method shall be the same for each of the Members; provided, further, that, in the case of any Capital Call to remedy an Emergency, Members shall have the right (but not the obligation) to make their applicable Capital Contributions earlier than such date on which such Capital Call is due). Subject to Section 4.04(b), and, subject to Section 4.04(c), the Members each Member will have the option (but not the obligation) to make such additional Capital Contributions to the Company in accordance with the terms specified in such Capital Call. Notwithstanding the foregoing, but subject to Section 12.02(a)(iv)12.03, no Member shall be required to make any additional Capital Contribution (other than such Member’s Effective Date Capital Contribution) to the Company pursuant to this Agreement, even if such Capital Call is requested to fund provide funding to remedy an Emergency, consummate a Tax Equity Repurchase, make a Required Tax Payment, or provide for the working capital or credit needs of the Company or its Subsidiaries, other than (A) with respect to the XXXX Member, the SIP SellCo Initial Capital Contribution, and (B) with respect to the NEP CEPF Member, its Initial Capital Contribution pursuant to Section 4.03(c). (b) In connection with any capital call issued by NMPP to its members to fund Except in the Compressor Project, to the extent the NEP Affiliate Note has been repaid in full by NEP US Holdings and any reserves (including, without limitation, the interest payments made by NEP US Holdings under the NEP Affiliate Note) for capital expenditures have been fully drawn, the Managing Member shall issue case of a Capital Call solely to provide funding to remedy an Emergency, consummate a Tax Equity Repurchase, or make a Required Tax Payment, no Member shall make any Capital Contribution to the Company without prior approval of the Manager, Class A Members Member Approval, and Class B Member Approval. To the extent that the purpose of the Capital Call (as set forth in the written Capital Call delivered by the Manager to the Members) is to provide funding to remedy an amount sufficient Emergency, consummate a Tax Equity Repurchase, or make a Required Tax Payment or to allow provide for the Company, through working capital or credit needs of the Company and its Subsidiaries, to fund each of the amount requested by NMPP with respect to the Compressor Project. If the Class A Members fail to make a Capital Contribution pursuant to such Capital Call, then the Class B Members will shall have the option (but not the obligation) to elect to make (i) a Capital Contribution without the consent of making any other Member or (ii) a loan upon to the Company or the Company’s Subsidiary having such Emergency, consummating such Tax Equity Repurchase, making such Required Tax Payment, or requiring such working capital or experiencing such credit needs of the Company and its Subsidiaries in lieu of a Capital Contribution on the terms and subject to the conditions set forth in Section 4.05 and, solely with respect to any loans to be made by Members, subject to the conditions of Section 6.03(d), for all or any such portion of the total amount of capital Capital Contributions requested by the Managing Member in such Capital Call that is not funded by a one or more Capital Contribution Contributions made by the Class A Member any Member(s) pursuant to this Section 4.04(b). The Company agrees that it shall direct and cause the representatives appointed by NMP LP to the Executive Committee of NMPP to approve the issuance of capital calls by NMPP for all Compressor such Capital Contributions as approved by, and in accordance with, the Compressor Project EC Consent in a reasonably timely manner as and when required by NMPP to fund the Compressor ProjectCall. (c) With respect to any Capital Call, if any Member elects not to make a Capital Contribution pursuant to such Capital Call, then (i) notwithstanding anything in this Agreement to the contrary, without the consent of the Member(s) electing not to make such Capital Contribution, no Member may make any Capital Contribution pursuant to such Capital Call, other than a Capital Call requested to fund an Emergency (and in such case, only to the extent permitted by Section 6.03); and (ii) solely to the extent that the purpose of the Capital Call is to remedy an Emergency, the other Members will have the option (but not the obligation) of making a loan (and in such case, only to the extent permitted by Section 6.03) upon the terms and subject to the conditions set forth in Section 4.05 for all or any portion of the amount of capital requested by the Managing Member in such Capital Call that is not funded by a Capital Contribution made pursuant to clause (i). (d) In the event that the one or more Members elect to make (or permit) a Capital Contribution Contributions pursuant to a Capital CallCall in accordance with this Section 4.04, then (i) all such Capital Contributions shall be made in cash, unless otherwise agreed approved by the Class B Members pursuant to Section 6.03Manager, and (ii) all amounts received by the Company pursuant to this Section 4.04 shall be credited to the Capital Accounts of the respective Members making such Capital Contribution as of the date such Capital Contribution is received by the Company.

Capital Calls; Optional Capital Contributions. (a) The Managing Member may from time to time make one or more capital calls by written notice (each such written requestnotice, a “Capital Call”), which Capital Call shall contain the following information: (i) the purpose for which the requested Capital Contribution will be used, including whether the Capital Contribution is to provide funding to remedy an Emergency, consummate a Tax Equity Repurchase, make a Required Tax Payment, or provide for the working capital or credit needs of the Company or its Subsidiaries; (ii) the total amount of Capital Contributions requested from all Members, ; (iii) the amount of Capital Contribution requested from the Member to whom the request notice is addressed, which, except as set forth in Section 4.04(b), which amount shall equal an amount be equal to the total amount of the Capital Call Contributions from all Members referenced in clause (ii) above multiplied by such Member’s Unreturned Contribution Distribution Percentage as of the date of such Capital Call, ; and (iv) the date on which payments of the Capital Contributions pursuant to such Capital Call are due (which date shall not be less than twelve (12) Business Days following the date on which the Capital Call is given) and the method of payment (provided that such date and method shall be the same for each of the Members; provided, further, that, in the case of any Capital Call to remedy an Emergency, Members shall have the right (but not the obligation) to make their applicable Capital Contributions earlier than such date on which such Capital Call is due). Subject to Section 4.04(b), and, subject to Section 4.04(c), the Members each Member (other than any NEP Class B Party in its capacity as a holder of Class B Units) will have the option (but not the obligation) to make such additional Capital Contributions to the Company in accordance with the terms specified in such Capital Call. Notwithstanding the foregoing, but subject to Section 12.02(a)(iv), no Member shall be required 896060.22-WILSR01A - MSW to make any additional Capital Contribution (other than such Member’s Effective Date Capital Contribution) to the Company pursuant to this Agreement, Agreement even if such Capital Call is requested provide funding to fund remedy an Emergency, consummate a Tax Equity Repurchase, make a Required Tax Payment, or provide for the working capital or credit needs of the Company or its Subsidiaries, other than (A) with respect to NEP Member, its Effective Date Capital Contribution, and (B) with respect to the Initial Investor, its Initial Capital Contribution in connection with the Initial Closing in an amount equal to the Initial Aggregate Class B Purchase Price and, if there is an Additional Closing, the additional Capital Contributions made by Initial Investor and any Additional Class B Purchasers, if applicable, in an aggregate amount equal to the Additional Aggregate Class B Purchase Price. (b) In connection with Except in the case of a Capital Call to provide funding to remedy an Emergency, consummate a Tax Equity Repurchase, or make a Required Tax Payment, no Member shall make any capital call issued by NMPP to its members to fund the Compressor Project, Capital Contribution to the extent the NEP Affiliate Note has been repaid in full by NEP US Holdings and any reserves (including, Company without limitation, the interest payments made by NEP US Holdings under the NEP Affiliate Note) for capital expenditures have been fully drawn, prior approval of the Managing Member shall issue a and Class B Member Approval. To the extent that the purpose of the Capital Call solely is to provide funding to remedy an Emergency, consummate a Tax Equity Repurchase, make a Required Tax Payment, or provide for the Class A Members in an amount sufficient to allow working capital or credit needs of the Company, through Company or its Subsidiaries, (i) each of the Members (other than any NEP Class B Party in its capacity as a holder of Class B Units) will have the option (but not the obligation) to fund the amount requested by NMPP with respect to the Compressor Project. If the Class A Members fail elect to make a Capital Contribution pursuant to such Capital Call, then without the Class B consent of any other Member (other than the Managing Member) or (ii) each of the Members will have the option (but not the obligation) of making to elect to make a loan upon to the Company or the Company’s Subsidiary having such Emergency, consummating such Tax Equity Repurchase, or making such Required Tax Payment in lieu of a Capital Contribution, in each case, on the terms and subject to the conditions set forth in Section 4.05 and subject to the conditions of Section 6.03(d), for all or any such portion of the total amount of capital Capital Contributions requested by the Managing Member in such Capital Call that is not funded by a one or more Capital Contribution Contributions made by the Class A Member any Member(s) pursuant to this Section 4.04(b). The Company agrees that it shall direct and cause the representatives appointed by NMP LP to the Executive Committee of NMPP to approve the issuance of capital calls by NMPP for all Compressor such Capital Contributions as approved by, and in accordance with, the Compressor Project EC Consent in a reasonably timely manner as and when required by NMPP to fund the Compressor ProjectCall. (c) With respect to any Capital Call, if any Member elects not to make a Capital Contribution pursuant to such Capital Call, then (i) notwithstanding anything in this Agreement to the contrary, without the consent of the Member(s) electing not to make such Capital Contribution, no Member may make any Capital Contribution pursuant to such Capital Call, other than a Capital Call requested to fund an Emergency (and in such case, only to the extent permitted by Section 6.03); and (ii) solely to the extent that the purpose of the Capital Call is to remedy an Emergency, the other Members will have the option (but not the obligation) of making a loan (and in such case, only to the extent permitted by Section 6.03) upon the terms and subject to the conditions set forth in Section 4.05 for all or any portion of the amount of capital requested by the Managing Member in such Capital Call that is not funded by a Capital Contribution made pursuant to clause (i). (d) In the event that the one or more Members elect to make (or permit) a Capital Contribution Contributions pursuant to a Capital CallCall in accordance with this Section 4.04, then (i) all such Capital Contributions shall be made in cash, unless otherwise agreed approved by the Class B Members pursuant to Section 6.03Managing Member, and (ii) all amounts received by the Company pursuant to this Section 4.04 shall be credited to the Capital Accounts of the respective Members making such Capital Contribution as of the date such Capital Contribution is received by the Company.

Capital Calls; Optional Capital Contributions. (a) The Managing Member may from time to time make one or more capital calls by written notice (each such written requestnotice, a “Capital Call”), which Capital Call shall contain the following information: (i) the purpose for which the requested Capital Contribution will be used, including whether the Capital Contribution is to remedy an Emergency, ; (ii) the total amount of Capital Contributions requested from all Members, ; (iii) the amount of Capital Contribution requested from the Member to whom the request notice is addressed, which, except as set forth in Section 4.04(b), which shall equal an amount equal to the total amount of the Capital Call multiplied by such Member’s Unreturned Contribution Percentage as of the date of such Capital Call, ; and (iv) the date on which payments of the Capital Contributions pursuant to such Capital Call are due (which date shall not be less than twelve (12) Business Days following the date on which the Capital Call is given) and the method of payment (provided that such date and method shall be the same for each of the Members), and, subject to Section 4.04(c4.04(b), the Members will have the option (but not the obligation) to make such additional Capital Contributions to the Company in accordance with the terms specified in such Capital Call. Notwithstanding the foregoing, but subject to Section 12.02(a)(iv), no Member shall be required to make any additional Capital Contribution to the Company pursuant to this Agreement (other than such NEP Member’s Effective Date Capital Contribution, Initial Investor’s Initial Capital Contribution, and the additional Capital Contributions made by Initial Investor and any Additional Class B Purchasers, if applicable, pursuant to Section 4.03(b)) to the Company pursuant to this Agreement, even if such Capital Call is requested to fund an Emergency. (b) In connection with any capital call issued by NMPP to its members to fund the Compressor Project, to the extent the NEP Affiliate Note has been repaid in full by NEP US Holdings and any reserves (including, without limitation, the interest payments made by NEP US Holdings under the NEP Affiliate Note) for capital expenditures have been fully drawn, the Managing Member shall issue a Capital Call solely to the Class A Members in an amount sufficient to allow the Company, through its Subsidiaries, to fund the amount requested by NMPP with respect to the Compressor Project. If the Class A Members fail to make a Capital Contribution pursuant to such Capital Call, then the Class B Members will have the option (but not the obligation) of making a loan upon the terms and subject to the conditions set forth in Section 4.05 for all or any portion of the amount of capital requested by the Managing Member in such Capital Call that is not funded by a Capital Contribution made by the Class A Member pursuant to this Section 4.04(b). The Company agrees that it shall direct and cause the representatives appointed by NMP LP to the Executive Committee of NMPP to approve the issuance of capital calls by NMPP for all Compressor Capital Contributions as approved by, and in accordance with, the Compressor Project EC Consent in a reasonably timely manner as and when required by NMPP to fund the Compressor Project. (c) With respect to any Capital Call, if any Member elects not to make a Capital Contribution pursuant to such Capital Call, then (i) notwithstanding anything in this Agreement to the contrary, without the consent of the Member(s) electing not to make such Capital Contribution, no Member may make any Capital Contribution pursuant to such Capital Call, other than a Capital Call requested to fund remedy an Emergency (and in such case, only to the extent permitted by Section 6.03); and (ii) solely to the extent that the purpose of the Capital Call is to remedy an Emergency, the other Members will have the option (but not the obligation) of making a loan (and in such case, only to the extent permitted by Section 6.03) upon the terms and subject to the conditions set forth in Section 4.05 4.05(a) for all or any portion of the amount of capital requested by the Managing Member in such Capital Call that is not funded by a Capital Contribution made pursuant to clause (i). (dc) In the event that the Members elect to make (or permit) a Capital Contribution pursuant to a Capital Call, then (i) all such Capital Contributions shall be made in cash, unless otherwise agreed approved by the Managing Member and Class B Members Member Approval pursuant to Section 6.03, and (ii) all amounts received by the Company pursuant to this Section 4.04 shall be credited to the Capital Accounts of the respective Members making such Capital Contribution as of the date such Capital Contribution is received by the Company.. 868227.24-WILSR01A - MSW

Capital Calls; Optional Capital Contributions. (a) The Managing Member may from time to time make one or more capital calls to all, but not fewer than all, of the Members by written notice to the Members (each such written request, a “Capital Call” and such notice, a “Capital Call Notice”), which Capital Call Notice shall contain the following information: (i) the purpose for which the requested Capital Contribution will be used, including whether the Capital Contribution is to remedy an Emergency, (ii) the total amount of Capital Contributions requested from all Members, (iii) the amount of Capital Contribution requested from the Member to whom the request is addressed, which, except as set forth in Section 4.04(b), which shall equal an amount equal to the total amount of the Capital Call multiplied by such Member’s Unreturned Contribution Percentage Interest as of the date of such Capital Call, and (iv) the date on which payments of the Capital Contributions are due (which date shall not be less than twelve (12) Business Days 30 calendar days following the date on which the Capital Call Notice is givengiven or sooner if the Managing Member determines that such Capital Contributions are needed as promptly as practicable) and the method of payment (provided that such date and method shall be the same for each of the Members)payment, and, subject to Section 4.04(c4.04(b), the Members will have the option (but not the obligation) to make such additional Capital Contributions (“Subsequent Capital Contributions”) to the Company in accordance with the terms specified in such Capital Call. Notwithstanding the foregoing, but subject to Section 12.02(a)(iv), no Member shall be required to make any additional Subsequent Capital Contribution (other than such Member’s Capital Contributions as of the Effective Date Capital ContributionDate) to the Company pursuant to this Agreement, even if such Capital Call is requested to fund an Emergency. (b) In connection with any capital call issued by NMPP to its members to fund the Compressor Project, to the extent the NEP Affiliate Note has been repaid in full by NEP US Holdings and any reserves (including, without limitation, the interest payments made by NEP US Holdings under the NEP Affiliate Note) for capital expenditures have been fully drawn, the Managing Member shall issue a Capital Call solely to the Class A Members in an amount sufficient to allow the Company, through its Subsidiaries, to fund the amount requested by NMPP with respect to the Compressor Project. If the Class A Members fail to make a Capital Contribution pursuant to such Capital Call, then the Class B Members will have the option (but not the obligation) of making a loan upon the terms and subject to the conditions set forth in Section 4.05 for all or any portion of the amount of capital requested by the Managing Member in such Capital Call that is not funded by a Capital Contribution made by the Class A Member pursuant to this Section 4.04(b). The Company agrees that it shall direct and cause the representatives appointed by NMP LP to the Executive Committee of NMPP to approve the issuance of capital calls by NMPP for all Compressor Capital Contributions as approved by, and in accordance with, the Compressor Project EC Consent in a reasonably timely manner as and when required by NMPP to fund the Compressor Project. (c) With respect to any Capital Call, if any Member elects (the “Non-Contributing Member”) does not elect or otherwise fails to make a all or any portion of its share of any Subsequent Capital Contribution on the date specified in the Capital Call Notice pursuant to such Capital Call, then (i) notwithstanding anything in this Agreement to the contrary, without the consent of the Member(s) electing not to make such Capital Contribution, no Non-Contributing Member may make any Capital Contribution pursuant to such Capital Call, other than a Capital Call requested to fund an Emergency (and in such case, only hereby consents to the extent permitted by dilution of its Percentage Interest as provided in Section 6.03); 4.04(d) in respect of Capital Calls and corresponding dilution made on a bona fide Fair Market Value basis and (ii) solely the Managing Member shall within three (3) Business Days after such failure to fund such Subsequent Capital Contribution (such notice, a “Capital Contribution Shortfall Notice”) deliver a written notice to each Member that has made its Subsequent Capital Contribution on or prior to the extent that the purpose of date specified in the Capital Call is Notice (each such Member, with respect to remedy an Emergencysuch Subsequent Capital Contribution, a “Contributing Member”), stating the other aggregate amount of such Subsequent Capital Contributions not made by the Non-Contributing Member(s) (in the aggregate, a “Capital Contribution Shortfall Amount”). The Contributing Members will shall have the option (but not the obligation) of making a loan (and in such case, only to make Subsequent Capital Contributions to the extent permitted by Section 6.03) upon Company in accordance with the terms and subject to the conditions procedure set forth in Section 4.05 for all or any portion of 4.04(c) to fund the amount of capital requested by the Managing Member in such Capital Call that is not funded by a Capital Contribution made pursuant to clause (i)Shortfall Amount. (d) In the event that the Members elect to make (or permit) a Capital Contribution pursuant to a Capital Call, then (i) all such Capital Contributions shall be made in cash, unless otherwise agreed by the Class B Members pursuant to Section 6.03, and (ii) all amounts received by the Company pursuant to this Section 4.04 shall be credited to the Capital Accounts of the respective Members making such Capital Contribution as of the date such Capital Contribution is received by the Company.

Capital Calls; Optional Capital Contributions. (a) The Managing Member may from time to time make one or more capital calls by written notice (each such written requestnotice, a “Capital Call”), which Capital Call shall contain the following information: (i) the purpose for which the requested Capital Contribution will be used, including whether the Capital Contribution is to provide funding to remedy an Emergency, consummate a Tax Equity Repurchase, make a Required Tax Payment, or provide for the working capital or credit needs of the Company or its Subsidiaries; (ii) the total amount of Capital Contributions requested from all Members, ; (iii) the amount of Capital Contribution requested from the Member to whom the request notice is addressed, which, except as set forth in Section 4.04(b), which amount shall equal an amount be equal to the total amount of the Capital Call Contributions from all Members referenced in clause (ii) above multiplied by such Member’s Unreturned Contribution Distribution Percentage as of the date of such Capital Call, ; and (iv) the date on which payments of the Capital Contributions pursuant to such Capital Call are due (which date shall not be less than twelve (12) Business Days following the date on which the Capital Call is given) and the method of payment (provided that such date and method shall be the same for each of the Members; provided, further, that, in the case of any Capital Call to remedy an Emergency, Members shall have the right (but not the obligation) to make their applicable Capital Contributions earlier than such date on which such Capital Call is due). Subject to Section 4.04(b), and, subject to Section 4.04(c), the Members each Member (other than any NEP Class B Party in its capacity as a holder of Class B Units) will have the option (but not the obligation) to make such additional Capital Contributions to the Company in accordance with the terms specified in such Capital Call. Notwithstanding the foregoing, but subject to Section 12.02(a)(iv), no Member shall be required to make any additional Capital Contribution (other than such Member’s Effective Date Capital Contribution) to the Company pursuant to this Agreement, Agreement even if such Capital Call is requested provide funding to fund remedy an Emergency, consummate a Tax Equity Repurchase, make a Required Tax Payment, or provide for the working capital or credit needs of the Company or its Subsidiaries, other than (A) with respect to NEP Member, its Effective Date Capital Contribution, and (B) with respect to the Initial Investor, its Initial Capital Contribution in connection with the Initial Closing in an amount equal to the Initial Aggregate Class B Purchase Price and, if there is an Additional Closing, the additional Capital Contributions made by Initial Investor and any Additional Class B Purchasers, if applicable, in an aggregate amount equal to the Additional Aggregate Class B Purchase Price. (b) In connection with Except in the case of a Capital Call to provide funding to remedy an Emergency, consummate a Tax Equity Repurchase, or make a Required Tax Payment, no Member shall make any capital call issued by NMPP to its members to fund the Compressor Project, Capital Contribution to the extent the NEP Affiliate Note has been repaid in full by NEP US Holdings and any reserves (including, Company without limitation, the interest payments made by NEP US Holdings under the NEP Affiliate Note) for capital expenditures have been fully drawn, prior approval of the Managing Member shall issue a and Class B Member Approval. To the extent that the purpose of the Capital Call solely is to provide funding to remedy an Emergency, consummate a Tax Equity Repurchase, make a Required Tax 896060.18-WILSR01A - MSW Payment, or provide for the Class A Members in an amount sufficient to allow working capital or credit needs of the Company, through Company or its Subsidiaries, (i) each of the Members (other than any NEP Class B Party in its capacity as a holder of Class B Units) will have the option (but not the obligation) to fund the amount requested by NMPP with respect to the Compressor Project. If the Class A Members fail elect to make a Capital Contribution pursuant to such Capital Call, then without the Class B consent of any other Member (other than the Managing Member) or (ii) each of the Members will have the option (but not the obligation) of making to elect to make a loan upon to the Company or the Company’s Subsidiary having such Emergency, consummating such Tax Equity Repurchase, or making such Required Tax Payment in lieu of a Capital Contribution, in each case, on the terms and subject to the conditions set forth in Section 4.05 and subject to the conditions of Section 6.03(d), for all or any such portion of the total amount of capital Capital Contributions requested by the Managing Member in such Capital Call that is not funded by a one or more Capital Contribution Contributions made by the Class A Member any Member(s) pursuant to this Section 4.04(b). The Company agrees that it shall direct and cause the representatives appointed by NMP LP to the Executive Committee of NMPP to approve the issuance of capital calls by NMPP for all Compressor such Capital Contributions as approved by, and in accordance with, the Compressor Project EC Consent in a reasonably timely manner as and when required by NMPP to fund the Compressor ProjectCall. (c) With respect to any Capital Call, if any Member elects not to make a Capital Contribution pursuant to such Capital Call, then (i) notwithstanding anything in this Agreement to the contrary, without the consent of the Member(s) electing not to make such Capital Contribution, no Member may make any Capital Contribution pursuant to such Capital Call, other than a Capital Call requested to fund an Emergency (and in such case, only to the extent permitted by Section 6.03); and (ii) solely to the extent that the purpose of the Capital Call is to remedy an Emergency, the other Members will have the option (but not the obligation) of making a loan (and in such case, only to the extent permitted by Section 6.03) upon the terms and subject to the conditions set forth in Section 4.05 for all or any portion of the amount of capital requested by the Managing Member in such Capital Call that is not funded by a Capital Contribution made pursuant to clause (i). (d) In the event that the one or more Members elect to make (or permit) a Capital Contribution Contributions pursuant to a Capital CallCall in accordance with this Section 4.04, then (i) all such Capital Contributions shall be made in cash, unless otherwise agreed approved by the Class B Members pursuant to Section 6.03Managing Member, and (ii) all amounts received by the Company pursuant to this Section 4.04 shall be credited to the Capital Accounts of the respective Members making such Capital Contribution as of the date such Capital Contribution is received by the Company.

Capital Calls; Optional Capital Contributions. (a) The Managing Member may from time to time make one or more capital calls by written notice (each such written requestnotice, a “Capital Call”), which Capital Call shall contain the following information: (i) the purpose for which the requested Capital Contribution will be used, including whether the Capital Contribution is to remedy an Emergency, ; (ii) the total amount of Capital Contributions requested from all Members, ; (iii) the amount of Capital Contribution requested from the Member to whom the request notice is addressed, which, except as set forth in Section 4.04(b), which shall equal an amount equal to the total amount of the Capital Call multiplied by such Member’s Unreturned Contribution Percentage as of the date of such Capital Call, ; and (iv) the date on which payments of the Capital Contributions pursuant to such Capital Call are due (which date shall not be less than twelve (12) Business Days following the date on which the Capital Call is given) and the method of payment (provided that such date and method shall be the same for each of the Members), and, subject to Section 4.04(c4.04(b), the Members will have the option (but not the obligation) to make such additional Capital Contributions to the Company in accordance with the terms specified in such Capital Call. Notwithstanding the foregoing, but subject to Section 12.02(a)(iv), no Member shall be required to make any additional Capital Contribution to the Company pursuant to this Agreement (other than such NEP Member’s Effective Date Capital Contribution, Initial Investor’s Initial Capital Contribution, and the additional Capital Contributions made by Initial Investor and any Additional Class B Purchasers, if applicable, pursuant to Section 4.03(b)) to the Company pursuant to this Agreement, even if such Capital Call is requested to fund an Emergency. (b) In connection with any capital call issued by NMPP to its members to fund the Compressor Project, to the extent the NEP Affiliate Note has been repaid in full by NEP US Holdings and any reserves (including, without limitation, the interest payments made by NEP US Holdings under the NEP Affiliate Note) for capital expenditures have been fully drawn, the Managing Member shall issue a Capital Call solely to the Class A Members in an amount sufficient to allow the Company, through its Subsidiaries, to fund the amount requested by NMPP with respect to the Compressor Project. If the Class A Members fail to make a Capital Contribution pursuant to such Capital Call, then the Class B Members will have the option (but not the obligation) of making a loan upon the terms and subject to the conditions set forth in Section 4.05 for all or any portion of the amount of capital requested by the Managing Member in such Capital Call that is not funded by a Capital Contribution made by the Class A Member pursuant to this Section 4.04(b). The Company agrees that it shall direct and cause the representatives appointed by NMP LP to the Executive Committee of NMPP to approve the issuance of capital calls by NMPP for all Compressor Capital Contributions as approved by, and in accordance with, the Compressor Project EC Consent in a reasonably timely manner as and when required by NMPP to fund the Compressor Project. (c) With respect to any Capital Call, if any Member elects not to make a Capital Contribution pursuant to such Capital Call, then (i) notwithstanding anything in this Agreement to the contrary, without the consent of the Member(s) electing not to make such Capital Contribution, no Member may make any Capital Contribution pursuant to such Capital Call, other than a Capital Call requested to fund remedy an Emergency (and in such case, only to the extent permitted by Section 6.03); and (ii) solely to the extent that the purpose of the Capital Call is to remedy an Emergency, the other Members will have the option (but not the obligation) of making a loan (and in such case, only to the extent permitted by Section 6.03) upon the terms and subject to the conditions set forth in Section 4.05 4.05(a) for all or any portion of the amount of capital requested by the Managing Member in such Capital Call that is not funded by a Capital Contribution made pursuant to clause (i). (dc) In the event that the Members elect to make (or permit) a Capital Contribution pursuant to a Capital Call, then (i) all such Capital Contributions shall be made in cash, unless otherwise agreed approved by the Managing Member and Class B Members Member Approval pursuant to Section 6.03, and (ii) all amounts received by the Company pursuant to this Section 4.04 shall be credited to the Capital Accounts 868227.25C-WILSR01A - MSW of the respective Members making such Capital Contribution as of the date such Capital Contribution is received by the Company.