Common use of Capital Calls Clause in Contracts

Capital Calls. (i) After the Effective Date, the CORR Managers, may, in their sole discretion, determine that additional Capital Contributions are necessary for the conduct of the Company’s business (any such additional Capital Contributions called from the Capital Members by the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall (A) issue Class B-1 Units (the “Additional Call Units”) to the Capital Members in the event such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount (the “Contributing Members”) and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”). Xxxxx shall have the right to acquire such Additional Call Units in an amount equal to (i) the number of Additional Call Units offered multiplied by (ii) a fraction (A) the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx shall give notice thereof to the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall be entitled to assume that such Member has elected not to exercise its rights under this Section 3.3. (ii) Upon the funding of any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal to the amount of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Exhibit A and the books and records of the Company shall be thereafter amended accordingly to reflect the funding of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i).

Capital Calls. (ia) The Whitehall Group and WCPT will remain responsible for funding their remaining Capital Commitment (it being agreed that the current deadline of December 31, 2000 for capital calls will be extended until December 31, 2001 (the “Deadline”) and New Manager shall have the right without any further approval to make capital calls for such amounts). The Deemed Value Per Membership Unit as of the date hereof will be $18 less the amount equal to the quotient of the amount of any Capital Proceeds distributed prior to the Deadline divided by the number of outstanding common membership units at the time of such distribution (it being agreed that any distributions to WCPT or the Whitehall Group resulting from the Whitehall Group’s purchase of any Recently Acquired Asset will not reduce the then Deemed Value Per Membership Unit, and will increase the Capital Commitments of each party so that such distributed amount is available for capital calls made prior to the Deadline). Amounts to be funded by the Whitehall Group will be allocated among the members of the Whitehall Group as they determine. The outstanding Capital Commitments of the Whitehall Group and WCPT will be increased by the amount of any distributions they receive in connection with any sale of the Recently Acquired Assets to an entity affiliated with the Whitehall Group (as set forth in Section 4). (b) After the Effective DateCapital Commitments are fully funded or expire, the CORR ManagersWhitehall Group and WCPT will at the request of New Manager fund or cause to be funded on a “revolving” basis up to $10 million for Necessary Expenditures (i.e. amounts funded under this provision may be returned and redrawn again later). Such amounts will be funded 60% by Whitehall and 40% by WCPT and will be callable prior to December 31, may, in their sole discretion, determine that additional Capital Contributions are necessary for the conduct 2003. Fundings of the Company’s business (any such additional Capital Contributions called from $10 million for Necessary Expenditures will be contributed as either debt or preferred equity and will accrue interest or dividends at the Capital Members by the Board, being hereinafter referred to as an “Additional Call Amount”)rate of LIBOR plus 500 basis points per annum. In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall Such debt or preferred equity will be (A) issue Class B-1 Units (the “Additional Call Units”) senior in priority to the Capital Members in Membership Units and will be paid prior to any distributions made on the event such Capital Members actually fund Capital Contributions in respect account of such Additional Call Amount (the “Contributing Members”) Membership Units and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”). Xxxxx shall have the right to acquire such Additional Call Units junior in an amount equal to (i) the number of Additional Call Units offered multiplied by (ii) a fraction (A) the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx shall give notice thereof priority to the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Series A Preferred Membership Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall be entitled to assume that such Member has elected not to exercise its rights under this Section 3.3. (ii) Upon the funding of and any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal to the amount payments made in respect of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal debt or preferred equity will be subordinate to the Additional Call Unit FMV. Exhibit A and the books and records any payments due in respect of the Company shall be thereafter amended accordingly to reflect the funding of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i)Series A Preferred Membership Units.

Capital Calls. (a) If the Board of Directors shall determine that ------------- (i) After the Effective Date, the CORR Managers, may, in their sole discretion, determine that additional Capital Contributions are necessary equity capital is needed immediately for the conduct activities of the Company’s business , beyond that which had been contemplated for Further Contributions, (ii) the Company would incur material liabilities or otherwise suffer serious harm if the capital were not made available, (iii) the capital is not reasonably available from any such additional Capital other source, and (iv) all Further Contributions called from have been made in accordance with the Capital Members by terms herein, then the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, the CORR Managers Board of Directors shall (A) issue Class B-1 Units give each Member a written notice (the “"Call Notice") setting forth (1) the aggregate amount of Additional Call Units”Capital needed (the "Additional Capital"), (2) to the Capital Members in the event such Capital Members actually fund Capital Contributions in respect each Member's proportionate share of such Additional Call Amount Capital and (3) the due date (the “Contributing Members”"Due Date") and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional contribution, such Due Date to be not less than 15 days after the deemed delivery date of such Call Units (Notice; provided however, that the “Additional Call Unit FMV”)amount of any such capital call made pursuant to this Section shall not exceed the amounts set forth in the Construction Budget approved by the Board of Directors. Xxxxx Not later than the Due Date, each Member shall have the right to acquire such Additional Call Units contribute cash in an amount equal to the product of Additional Capital called times such Member's Economic Interest. (b) If either Member fails to make any contribution of Additional Capital within 10 days after the Due Date, the other Member shall be given the opportunity to make the needed Capital Contribution and upon any such Capital Contribution the Economic Interests of the Members shall be adjusted to the percentages determined with respect to each Member by calculating (i) the number of Additional Call Units offered such Member's Economic Interest expressed as a percentage multiplied by the Market Value of the Company determined immediately prior to and without giving effect to the additional contribution, plus (ii) a fraction (A) the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx shall give notice thereof to the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall be entitled to assume that such Member has elected not to exercise its rights under this Section 3.3. (ii) Upon the funding of any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal to the amount of the Capital Contribution additional contributions actually made that are represented by such Member divided Member's contribution, and dividing such sum by a price per Additional Call Unit equal to (iii) the Additional Call Unit FMV. Exhibit A and the books and records aggregate of the Company shall be thereafter amended accordingly to reflect Market Value (as determined in (i) above), plus the funding amount of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i)contributions actually made.

Capital Calls. (a) At any time or from time to time, prior to the termination of this Agreement and subject to the conditions set forth in Section 6 hereof, the Company, in accordance with a determination made by its Board of Directors, may require that the Purchaser make additional capital contributions to the Company (a "Capital Call") and in such event, the Company shall give written notice of the Capital Call (the "Capital Call Notice") to the Purchaser and the Class A Member (as defined in the Operating Agreement of Zhone Investors I, L.L.C. dated as of the date hereof (the "Operating Agreement")) no later than ten (10) business days after the date that the Capital Call is approved by the Company's Board of Directors. The Capital Call Notice shall set forth the aggregate capital contributions to be made to the Company by the Class A Member of the Purchaser on behalf of the Purchaser and by each Class A Member of each Additional Preferred Purchaser on behalf of such Additional Preferred Purchaser in connection with the Capital Call (the "Aggregate Capital Call Amount"). Within twelve (12) business days after receipt of the Capital Call Notice from the Company (the date of the receipt of the Capital Call Notice referred to herein as the "Capital Call Date"), the Class A Member of the Purchaser on behalf of the Purchaser shall be required to pay to the Company, by wire transfer or other method acceptable to the Company, an amount (the "Series A-___ Pro Rata Capital Call Amount") equal to the product of (i) After the Effective Aggregate Capital Call Amount and (ii) the Purchaser's Capital Call Percentage as set forth on Exhibit A attached hereto. (b) If the Company has not received the Pro Rata Capital Call amount from the Class A Member of the Purchaser on behalf of the Purchaser within twelve (12) business days of the Capital Call Date, the CORR Managers, may, Purchaser shall be in their sole discretion, determine that additional Capital Contributions are necessary for the conduct default of the Company’s provisions of this Section 2.2 (the "Default"). The Company shall, within five (5) business (any such additional Capital Contributions called days from the date of the Default, give written notice of the Default (the "Default Notice") to the holders of Series A-___, A- ___, A-___, A-___, A-___, A-___, A-___, A-___, A-___ and A-___ Preferred Stock (collectively, the "Preferred Holders") and their respective Class A Members as provided in the Operating Agreement. (c) If the total Series A-___ Pro Rata Capital Members by the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessarynot paid on behalf of the Purchaser by one or more Preferred Holders within fifteen (15) business days of the receipt of the Default Notice: (i) The Company shall have the right during the sixty (60) day period following the end of that fifteen (15) business day period to proceed directly against the Class A Member of Purchaser for the unpaid Series A-___ Pro Rata Capital Call Amount, (ii) The Company shall have the right, exercisable by written notice thereof to the Purchaser within sixty (60) days of the end of that fifteen (15) business day period, to repurchase up to the Special Default Percent (as defined below) of the shares of Series A-___ Preferred Stock, or Common Stock issued upon conversion of such shares of Series A-___ Preferred Stock, held by the Purchaser as of the Capital Call Date at an aggregate purchase price of $100.00, (iii) In the event that a Class B Majority, as defined in the Operating Agreement, elects to withdraw from the Purchaser pursuant to Section 3.3(c)(i) of the Operating Agreement, in no event may the Company proceed against any Class B Member, for any of the unpaid Series A-___ Pro Rata Capital Amount or any other amounts due from the Class A Member on behalf of the Purchaser or from the Purchaser under this Agreement, and (iv) In the event any Preferred Holder paid part of the Purchaser's Series A-___ Pro Rata Capital Call Amount, the CORR Managers Company shall return to each such Preferred Holder, during the seven (7) day period following the end of that fifteen (15) business day period, the amount tendered by the Preferred Holder to the Company. For purposes of Section 2.2(c)(ii), Special Default Percent shall be defined, as of any date, as the difference between (A) issue Class B-1 Units one hundred percent (the “Additional Call Units”) to the Capital Members in the event such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount (the “Contributing Members”100%) and (B) determine the Fair Market Value percent determined by dividing twenty five percent (25%) of the sum of the Initial Purchase Price and the Purchaser's paid Series A-___ Pro Rata Capital Call Amounts cumulatively through that date by the Total Capital Contribution Commitment of the Purchaser as set forth on Exhibit A hereto. (d) To the extent any of the remedies available against both or either of the Class A Member and/or the Purchaser under Section 2.2(c) hereof results or is deemed to result in the recovery of damages by the Company, each of the Purchaser and the Class B-1 Unit A Member agrees that the damage recovery is an appropriate amount of such Additional liquidated damages for the delinquency. Each of the Purchaser and the Class A Member acknowledges that determining the actual damages now or at the time both or either of the Class A Member and/or the Purchaser is in Default would be extremely difficult, and the remedies in this Section 2.2 represent a reasonable liquidated damage allowance for the failure by the Class A Member on behalf of the Purchaser to pay its Series A-___ Pro Rata Capital Call Units amount when required. (e) Unless otherwise provided herein, the “Additional Call Unit FMV”). Xxxxx provisions set forth in this Section 2.2 shall have terminate upon the right earlier to acquire such Additional Call Units in an amount equal to occur of (i) the number of Additional Call Units offered multiplied by October 31, 2001, (ii) a fraction the date that the Purchaser has contributed an aggregate of $124,000,000 pursuant to all Capital Calls, (Aiii) the numerator date of which is the number closing of Class C-1 Units held by Xxxxx an initial public offering of equity securities of the Company or of any securities exchangeable for or convertible into equity securities of the Company and (Biv) the denominator date of which is any voluntary or involuntary liquidation, dissolution or winding up of the number of Class C-1 Units held Company. (f) To the extent there has been a Default by all Members (for each Capital Memberthe Purchaser, the “obligations of the Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx shall give notice thereof to A Member on behalf of the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall be entitled to assume that such Member has elected not to exercise its rights Purchaser under this Section 3.3. (ii) Upon 2.2 shall survive the funding termination of any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal this Agreement solely so as to the amount of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Exhibit A and the books and records of allow the Company shall be thereafter amended accordingly to reflect the funding of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward enforce its rights pursuant to Section 2(c) or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i)(d) hereunder.

Capital Calls. (a) At any time or from time to time, prior to the termination of this Agreement and subject to the conditions set forth in Section 6 hereof, the Company, in accordance with a determination made by its Board of Directors, may require that the Purchaser make additional capital contributions to the Company (a "Capital Call") and in such event, the Company shall give written notice of the Capital Call (the "Capital Call Notice") to the Purchaser and the Class A Member (as defined in the Operating Agreement of Zhone Investors I, L.L.C. dated as of the date hereof (the "Operating Agreement")) no later than ten (10) business days after the date that the Capital Call is approved by the Company's Board of Directors. The Capital Call Notice shall set forth the aggregate capital contributions to be made to the Company by the Class A Member of the Purchaser on behalf of the Purchaser and by each Class A Member of each Additional Preferred Purchaser on behalf of such Additional Preferred Purchaser in connection with the Capital Call (the "Aggregate Capital Call Amount"). Within twelve (12) business days after receipt of the Capital Call Notice from the Company (the date of the receipt of the Capital Call Notice referred to herein as the "Capital Call Date"), the Class A Member of the Purchaser on behalf of the Purchaser shall be required to pay to the Company, by wire transfer or other method acceptable to the Company, an amount (the "Series A-___ Pro Rata Capital Call Amount") equal to the product of (i) After the Effective Aggregate Capital Call Amount and (ii) the Purchaser's Capital Call Percentage as set forth on Exhibit A attached hereto. --------- (b) If the Company has not received the Pro Rata Capital Call amount from the Class A Member of the Purchaser on behalf of the Purchaser within twelve (12) business days of the Capital Call Date, the CORR Managers, may, Purchaser shall be in their sole discretion, determine that additional Capital Contributions are necessary for the conduct default of the Company’s provisions of this Section 2.2 (the "Default"). The Company shall, within five (5) business (any such additional Capital Contributions called days from the date of the Default, give written notice of the Default (the "Default Notice") to the holders of Series A-___, A- ___, A-___, A-___, A-___, A-___, A-___, A-___, A-___ and A-___ Preferred Stock (collectively, the "Preferred Holders") and their respective Class A Members as provided in the Operating Agreement. (c) If the total Series A-___ Pro Rata Capital Members by the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessarynot paid on behalf of the Purchaser by one or more Preferred Holders within fifteen (15) business days of the receipt of the Default Notice: (i) The Company shall have the right during the sixty (60) day period following the end of that fifteen (15) business day period to proceed directly against the Class A Member of Purchaser for the unpaid Series A-___ Pro Rata Capital Call Amount, (ii) The Company shall have the right, exercisable by written notice thereof to the Purchaser within sixty (60) days of the end of that fifteen (15) business day period, to repurchase up to the Special Default Percent (as defined below) of the shares of Series A-___ Preferred Stock, or Common Stock issued upon conversion of such shares of Series A-___ Preferred Stock, held by the Purchaser as of the Capital Call Date at an aggregate purchase price of $100.00, (iii) In the event that a Class B Majority, as defined in the Operating Agreement, elects to withdraw from the Purchaser pursuant to Section 3.3(c)(i) of the Operating Agreement, in no event may the Company proceed against any Class B Member, for any of the unpaid Series A-___ Pro Rata Capital Amount or any other amounts due from the Class A Member on behalf of the Purchaser or from the Purchaser under this Agreement, and (iv) In the event any Preferred Holder paid part of the Purchaser's Series A-___ Pro Rata Capital Call Amount, the CORR Managers Company shall return to each such Preferred Holder, during the seven (7) day period following the end of that fifteen (15) business day period, the amount tendered by the Preferred Holder to the Company. For purposes of Section 2.2(c)(ii), Special Default Percent shall be defined, as of any date, as the difference between (A) issue Class B-1 Units one hundred percent (the “Additional Call Units”) to the Capital Members in the event such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount (the “Contributing Members”100%) and (B) determine the Fair Market Value percent determined by dividing twenty five percent (25%) of the sum of the Initial Purchase Price and the Purchaser's paid Series A-___ Pro Rata Capital Call Amounts cumulatively through that date by the Total Capital Contribution Commitment of the Purchaser as set forth on Exhibit A hereto. --------- (d) To the extent any of the remedies available against both or either of the Class A Member and/or the Purchaser under Section 2.2(c) hereof results or is deemed to result in the recovery of damages by the Company, each of the Purchaser and the Class B-1 Unit A Member agrees that the damage recovery is an appropriate amount of such Additional liquidated damages for the delinquency. Each of the Purchaser and the Class A Member acknowledges that determining the actual damages now or at the time both or either of the Class A Member and/or the Purchaser is in Default would be extremely difficult, and the remedies in this Section 2.2 represent a reasonable liquidated damage allowance for the failure by the Class A Member on behalf of the Purchaser to pay its Series A-___ Pro Rata Capital Call Units amount when required. (e) Unless otherwise provided herein, the “Additional Call Unit FMV”). Xxxxx provisions set forth in this Section 2.2 shall have terminate upon the right earlier to acquire such Additional Call Units in an amount equal to occur of (i) the number of Additional Call Units offered multiplied by October 31, 2001, (ii) a fraction the date that the Purchaser has contributed an aggregate of $124,000,000 pursuant to all Capital Calls, (Aiii) the numerator date of which is the number closing of Class C-1 Units held by Xxxxx an initial public offering of equity securities of the Company or of any securities exchangeable for or convertible into equity securities of the Company and (Biv) the denominator date of which is any voluntary or involuntary liquidation, dissolution or winding up of the number of Class C-1 Units held Company. (f) To the extent there has been a Default by all Members (for each Capital Memberthe Purchaser, the “obligations of the Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx shall give notice thereof to A Member on behalf of the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall be entitled to assume that such Member has elected not to exercise its rights Purchaser under this Section 3.3. (ii) Upon 2.2 shall survive the funding termination of any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal this Agreement solely so as to the amount of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Exhibit A and the books and records of allow the Company shall be thereafter amended accordingly to reflect the funding of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward enforce its rights pursuant to Section 2(c) or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i)(d) hereunder.

Capital Calls. (i) After From time to time as is necessary or desirable as a result of Company Cash Needs and/or expected future Company Cash Needs as determined by the Effective DateManaging Member in its discretion, the CORR Managers, may, in their sole discretion, determine that additional Managing Member shall submit to the Members a written demand (“Capital Contributions are necessary for the conduct of the Company’s business (any such additional Capital Contributions called from the Capital Members by the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall (A) issue Class B-1 Units (the “Additional Call UnitsCall”) to the Capital Members in the event such Capital Members actually fund for Additional Capital Contributions in respect of such Company Cash Needs. The Managing Member shall endeavor to deliver Capital Calls no more frequently than quarterly. Each Capital Call shall be in writing and shall state the aggregate amount of such Company Cash Needs, the basis therefor and each Member’s Contribution Percentage of the Additional Capital Contributions with respect thereto. Each Member shall, in respect of any Capital Call, be obligated (subject to Sections 4.01(b)(vi)(A) and 4.01(c)) to make an Additional Capital Contribution in the amount of its Percentage Interest of the total requested Additional Capital Contribution pursuant to such Capital Call Amount (such percentage, as may be adjusted pursuant to the proviso clause of this sentence, being referred to herein as such Member’s “Contributing MembersContribution Percentage”). Subject to the provisions of this Section 4.01(b), each Additional Capital Contribution required pursuant to a Capital Call shall be funded by the applicable Member on a Payment Date ten (10) Business Days following the date the applicable Capital Call shall have been given (or such later Payment Date as may be stated therein) and shall be made by wire transfer of immediately available funds to the Company on or before such applicable Payment Date. If one or more Co-Investor Members (“New Member”) becomes obligated to make Additional Capital Contributions after one or more other Co-Investor Members have made Capital Contributions pursuant to Section 4.01(b)(iii) or this Section 4.01(b)(iv), such New Member(s) shall be obligated to make all of the Additional Capital Contributions called for in any Capital Call until such time as the aggregate Additional Capital Contributions made by each New Member pursuant to Section 4.01(b)(iii) and this Section 4.01(b)(iv) (including any such Additional Capital Contributions being made pursuant to such Capital Call) (plus the aggregate of any Required Capital Shortfall Contributions and any Required Capital Shortfall Loans made in connection with any failures by such New Member to make such Additional Capital Contributions) is equal to such New Member’s Percentage Interest of the aggregate Capital Contributions made by all Members pursuant to Section 4.01(b)(i), Section 4.01(b)(iii) and this Section 4.01(b)(iv) (including any such Additional Capital Contributions being made pursuant to such Capital Call) (plus the aggregate of any Required Capital Shortfall Contributions and any Required Capital Shortfall Loans made in connection with any failures to make such Capital Contributions, but subtracting from the amount of Capital Contributions made by the CIM Member (A) the amount of all distributions to the CIM Member pursuant to Section 4.01(b)(iii) and (B) determine if not already received and distributed to the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”CIM Member pursuant to Section 4.01(b)(iii). Xxxxx shall have the right to acquire such Additional Call Units in an amount equal to (i) the number of Additional Call Units offered multiplied by (ii) a fraction (A) the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx shall give notice thereof to the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall be entitled to assume that such Member has elected not to exercise its rights under this Section 3.3. (ii) Upon the funding of any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal to the amount of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Exhibit A and the books and records of the Company shall be thereafter amended accordingly to reflect the funding of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(iInitial Project Loan Net Proceeds Amount).

Capital Calls. (ia) After If the Effective DateGeneral Partners determine that Required Funds are needed and that financing therefore (in addition to the funds available under the Partnership Loan Agreement) is not available as set forth in SECTION 3.3 HEREOF, the CORR Managers, General Partners may, in their sole discretionby notice to the other Partners (the "Cash Needs Notice"), determine that additional Capital Contributions are necessary for given at any time or from time to time, call upon each Partner to contribute to the conduct Partnership a share of the Company’s business (any such additional Capital Contributions called from Required Funds equal to its Percentage Interest of the Capital Members by Required Funds. Each Partner's share of the Board, being hereinafter Required Funds set forth in the Cash Needs Notice is referred to herein as an “Additional Call the "Requested Amount”). In connection with determining that an Additional Call Amount is necessary." A Cash Needs Notice shall be executed by all of the General Partners and be accompanied by documentation confirming the actual or estimated amount of such cash needs and itemizing how the Required Funds will be applied. (b) Within thirty (30) days after the giving of the Cash Needs Notice, the CORR Managers each Partner shall (A) issue Class B-1 Units (the “Additional Call Units”) contribute to the Capital Members in Partnership an amount equal to such Partner's Requested Amount. If any Partner (a "Non-contributing Partner") fails to advance to the event Partnership such Capital Members actually fund Capital Contributions in respect of such Additional Call Partner's Requested Amount when required to do so, a Partner which has advanced its Requested Amount (the “"Contributing Members”) and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”Partner"). Xxxxx , shall have the right to acquire make a loan (a "Capital Loan") to the Non-contributing Partner by advancing to the Partnership the Requested Amount due from the Non-contributing Partner. (c) If a Contributing Partner elects to make a Capital Loan, the Capital Loan made by the Contributing Partner shall bear interest at a rate equal to twenty percent (20%) per annum compounded annually. Thereafter, all Available Cash Flow or other proceeds which would otherwise be payable or distributable to the Non-contributing Partner shall be paid or distributed to the Contributing Partner making a Capital Loan until such Additional Call Units in Contributing Partner has received an amount equal to (i) the number of Additional Call Units offered multiplied by (ii) a fraction (A) the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx shall give notice thereof to the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall be entitled to assume that such Member has elected not to exercise its rights under this Section 3.3. (ii) Upon the funding of any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal to the amount outstanding principal balance of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal Loan plus all accrued and unpaid interest as aforesaid on the amount remaining from time to time outstanding. All funds so paid or distributed to the Additional Call Unit FMV. Exhibit A and the books and records Contributing Partner as a result of the Company Capital Loan shall be thereafter amended accordingly applied first to reflect accrued and unpaid interest and then to principal. Notwithstanding anything to the funding of contrary contained herein, a Non-contributing Partner shall have the right to repay in full or in part at any time any Capital Contributions Loan made the Contributing Partner, any such payment being applied first to accrued and unpaid interest and then to principal on such Capital Loan. Each Capital Loan and all accrued and unpaid interest thereon shall be due and payable by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments Non-contributing Partner to the Sharing Ratios Contributing Partner (with full recourse) on the date five years from the date of the Members in the event a Member does advance of such Capital Loan if not elect required to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i)be repaid earlier as provided herein.

Capital Calls. (ia) After Upon confirmation that a prospective Company Loan Investment made by the Effective DateOriginal Lender has been approved by the TL Member in accordance with Section 4.03, the CORR Managers, mayManaging Member shall provide written notice thereof to each Member and, in their sole discretionsuch notice, determine that additional Capital Contributions are necessary shall make a call upon such Member for the conduct of the Company’s business (any such additional Capital Contributions called from the Capital Members by the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall (A) issue Class B-1 Units (the “Additional Call Units”) a capital contribution to the Capital Members in the event such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount (the “Contributing Members”) and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”). Xxxxx shall have the right to acquire such Additional Call Units Company in an amount equal to such Member’s Contribution Percentage of (x) the principal amount of such Company Loan Investment anticipated to be acquired by the Company and (y) any Approved Excess Expenses in connection therewith any(any such written notice, a “Capital Call Notice”). Each Capital Call Notice under this Section 5.02(a) shall specify the principal amount of such Company Loan Investment anticipated to be acquired by the Company and the applicable Approved Excess Expenses. Within five (5) Business Days following its receipt of any such Capital Call Notice, subject to Section 4.04, each Member shall contribute to the capital of the Company, in immediately available funds, its Contribution Percentage of the principal amount of such Company Loan Investment anticipated to be acquired by the Company and applicable Approved Excess Expenses, if any, as set forth in such Capital Call Notice; provided, however, that no Member shall be obligated to make any such additional contribution to the capital of the Company to the extent that the amount of such additional contribution, when aggregated with all capital contributions that have theretofore been made by such Member to the capital of the Company (including pursuant to Section 5.01) and that have not been repaid or returned to such Member as contemplated under Section 7.01(a) would exceed such Member’s Maximum Contribution Amount; provided, further, that (i) the number BRT Member shall not be required to contribute its Contribution Percentage with respect to such Company Loan Investment and applicable Approved Excess Expenses which amount shall be deemed contributed upon consummation of Additional Call Units offered multiplied the acquisition by the Company of the applicable Company Loan Investment, and (ii) a fraction the amount contributed by the TL Member shall be paid by the Company to the Original Lender upon receipt by the Company. (Ab) In the numerator of which is event the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Managing Member, acting in good faith and in accordance with Customary Practices, determines that the “Class C-1 Ratio”). Should Xxxxx desire Company does not have sufficient cash in the Loan Workout Reserve to exercise such rightcover (i) Foreclosure Expenses, Xxxxx shall give notice thereof (ii) protective advances with respect to any Non-Performing Company Loan, (iii) enforcement costs in connection with enforcing lender rights with respect to any Non-Performing Company Loan, or (iv) carrying costs for real property acquired pursuant to foreclosure or other enforcement action with respect to any Non-Performing Company Loan, and that have been incurred retained or are anticipated to be incurred by the Company in each case in accordance with the terms of this Agreement and Customary Practices, the Managing Member may deliver a Capital Call Notice to the Members to provide capital contributions to the Company within thirty to fund such costs and expenses in accordance with their applicable Contribution Percentages. Such Capital Call Notice shall include the amount of such capital call and, in reasonable detail, the anticipated application of the amount being requested. Within ten (3010) days following its receipt of a notice from the Company of its intent to issue Additional such Capital Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day periodNotice, the Company Members shall be entitled to assume that such Member has elected not to exercise its rights under this Section 3.3. (ii) Upon the funding of any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal contribute to the amount capital of the Capital Company, in immediately available funds, their applicable Contribution made by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Exhibit A and the books and records Percentage of the Company shall be thereafter amended accordingly to reflect the funding of any Capital Contributions by a Contributing Member costs and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members expenses detailed in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i)Call Notice.

Capital Calls. (ia) After The Company may from time to time prior to the Effective Dateexpiration of the Takedown Period call for Commitment Contributions from the Committed Members (each, a “Capital Call”) for project development activities, working capital and acquisitions, and each Committed Member, subject to the CORR Managersterms and conditions hereof and the Unit Subscription Agreement, mayshall make its Commitment Contribution in response to each Capital Call. No Capital Call may be made for an aggregate amount less that $5,000,000, in their sole discretion, determine except that additional if the aggregate amount of remaining Commitment Contributions is less than $5,000,000 a Capital Contributions are necessary Call may be made for the conduct aggregate amount of remaining Commitment Contributions. After giving effect to the provisions of Sections 5.2(a) and 5.2(c), if applicable, each Capital Call shall be apportioned ratably among all Committed Members based on, and such Capital Call may not exceed, their respective Remaining Commitments less any amounts required to be funded pursuant to then outstanding Capital Calls as of the Company’s business date of such Capital Call. Each Capital Call shall be made pursuant to a call notice, substantially in the form attached hereto as Exhibit G-l (any such additional Capital Contributions called from the Capital Members each a “Call Notice”), executed by the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, Chief Executive Officer and another Officer authorized by the CORR Managers shall (A) issue Class B-1 Units (the “Additional Call Units”) to the Capital Members in the event such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount (the “Contributing Members”) Board and (Bother than an Investor Call Right Call Notice) determine the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”). Xxxxx shall have the right to acquire such Additional Call Units in an amount equal to approved by (i) the number of Additional Call Units offered multiplied by Board and (ii) a fraction within five days after such Board Approval, by Requisite Approval as provided in Section 8.5. Each Call Notice shall specify (Ai) in reasonable detail the purpose of such Capital Call, and (ii) the numerator amount of which is the number of Class C-1 Units held Commitment Contributions to be made by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Committed Member pursuant to such Capital Member, the “Class C-1 Ratio”)Call. Should Xxxxx desire to exercise such right, Xxxxx Each Call Notice shall give notice thereof be delivered to the Company within thirty Committed Members. A Call Notice may provide for the Commitment Contribution to be made in a single contribution or in multiple contributions over time. The Board shall have the authority (30but only with, and conditioned upon, prior written Requisite Approval) days following receipt to withdraw any Call Notice at any time prior to the time that funding is required thereunder. (b) Upon the exercise of a notice from the Company of its intent to issue Additional Investor Call Units Right (a “Preemptive Right Response”as defined in the Unit Subscription Agreement). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall issue a Call Notice, which shall be entitled in the form of Exhibit G-2 (the “Investor Call Right Call Notice”), setting forth the Commitment Contributions to assume that such Member has elected not to exercise its rights under this Section 3.3be made by the Committed Members. (iic) Each Committed Member shall make the Commitment Contribution required by it pursuant to a Call Notice (other than a Call Notice that provides for periodic funding) within 30 days after such Call Notice is delivered to the Committed Members. Each Committed Member shall make the Commitment Contribution required by it pursuant to a Call Notice which provides for periodic funding, on or prior to the periodic dates set forth in such Call Notice; provided, however, that the Committed Members shall not be required to make the initial funding under any such Call Notice prior to the 30th day after such Call Notice is received by the Committed Members. The time periods specified in this Section 5.3(c) for making Commitment Contributions shall be subject to extension to the extent necessary to pursue any required regulatory approvals, as further described below. Upon the funding payment of any Capital Contribution by a Contributing MemberCommitment Contribution, and upon the terms and conditions of the Unit Subscription Agreement, the Company shall issue to such Contributing Committed Member shall be issued a number of Additional Call Series A-2 Preferred Units equal to the amount of the Capital Contribution made by such Member Commitment Contribution, divided by a price per Additional Call Unit equal to $6.25. (d) If any regulatory approval, including the Additional Call Unit FMV. Exhibit A filing and the books and records of the Company shall be thereafter amended accordingly to reflect the funding expiration of any Capital Contributions by a Contributing Member and waiting period under the Xxxx Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), is required prior to the issuance of any Series A-2 Preferred Units, the Company shall not issue such Series A-2 Preferred Units, and the Committed Member to whom such Series A-2 Preferred Units are to be issued shall not be required to make any Commitment Contribution with respect thereto, until such approval has been obtained (or in the case of the HSR Act, such filing has been completed and such waiting period has expired). The Company and the Members shall use their commercially reasonable efforts to comply promptly with all applicable regulatory requirements. The Company shall bear all documented and reasonable fees and expenses, including all filing fees, incurred by it or such Committed Member in connection therewithwith such compliance. In no event shall any Member be deemed to have become a Defaulting Member as a result of its inability, including any upward or downward adjustments as reasonably determined by such Member, to make a Commitment Contribution prior to such compliance. (e) Notwithstanding the Sharing Ratios of the Members foregoing, no Member shall be obligated to fund a Commitment Contribution in the event of a Bankruptcy of the Company or the commencement of a Liquidation Event with respect to the Company. (f) Notwithstanding anything to the contrary in this Agreement, no Member does that is not elect an Accredited Investor at the time of any funding of a Commitment Contribution shall be entitled to make fund such Commitment Contribution. (g) Not less than five days prior to the required funding date of each Commitment Contribution required to be made pursuant to a Capital Call Notice that provides for periodic funding, the Company shall deliver to each Committed Member an officers’ certificate signed by the Chief Executive Officer and the Chief Financial Officer certifying that to the actual knowledge of the Management Team since the date of the most recent prior Commitment Contribution, no event has occurred that (including with the passage of time or the giving of notice or both) could reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), properties, assets, results of operations or liabilities of the Company and its Subsidiaries, taken as a whole (the “MAE Bringdown Certificate”). Notwithstanding anything to the contrary in this Agreement, each Member’s obligation to fund a Commitment Contribution required pursuant to a Call Notice that provides for periodic funding shall be suspended on the fifth day prior to the applicable funding date if the Company has failed to deliver the MAE Bringdown Certificate, unless waived by Requisite Approval, and a Contributing Member increases its Capital Contribution amount in accordance such obligation shall remain suspended until reinstated by the Board with Section 3.3(b)(i)Requisite Approval.

Capital Calls. (i) After If at any time all the Effective Date, the CORR Managers, may, in their sole discretion, determine Members agree that additional Capital Contributions funds are necessary needed for the conduct of the Company’s business (any such additional Capital Contributions called from the Capital Members by the Boardpurpose, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall (A) issue Class B-1 Units then U.S. Manager may make a written call on MCW LLC and Regency (the “Additional Call UnitsNon-Managing Members”) to the Capital Members in the event such Capital Members actually fund make Additional Capital Contributions in respect of such Additional Call Amount (the “Contributing MembersCall”) and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional in accordance with their respective Percentage Interests. Each Call Units (the “Additional Call Unit FMV”). Xxxxx shall have the right to acquire such Additional Call Units in an amount equal to specify: (i) the number aggregate amount of Additional Call Units offered multiplied Capital Contributions requested to be made by the Non-Managing Members; (ii) a general description of the intended application of the Additional Capital Contributions being called; (iii) the date on which Additional Capital Contributions are due (which date shall be not less than ten (10) Business Days after receipt by each of the Non-Managing Members of the Call from U.S. Manager); and (iv) the Capital Contribution requested to be made by each of the Non-Managing Members, which shall equal the aggregate amount required by the Company multiplied by a fraction the (A) the numerator of which is the number of Class C-1 Units held by Xxxxx shall be such Non-Managing Member’s Percentage Interest at such time and (B) the denominator of which is shall be the number sum of Class C-1 Units held by all Members (for each the Non-Managing Members’ Percentage Interests at such time. Each Additional Capital Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx Contribution shall give notice thereof be paid to the Company within thirty (30) days following receipt on or before the due date in immediately available funds wired to an account of a notice from the Company of its intent at a financial institution selected by U.S. Manager. Upon such Additional Capital Contributions by the Non-Managing Members, Exhibit A to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company this Agreement shall be entitled amended to assume that reflect such Member has elected not to exercise its rights under this Section 3.3. Additional Capital Contributions, and the Percentage Interests of each of the Members (iiincluding the U.S. Manager) Upon shall be recalculated as of the funding date of any such Additional Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal to (based solely on the amount of the Capital Contribution made additional cash contributed to the Company by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Non-Managing Members) and set forth on such amended Exhibit A and the books and records of the Company shall be thereafter amended accordingly to reflect the funding of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i).A.

Capital Calls. Any Managing Member may, at any time or times, require all Capital Members, and all Capital Members hereby agree, to make additional cash capital contributions (“Additional Capital Contributions”) in an amount up to the Mandatory Capital Call Threshold (for the avoidance of doubt any funds necessary in excess of the Mandatory Capital Call Threshold may be the subject of a Discretionary Capital Call pursuant the immediately following sentence) to the Company that (i) After any Managing Member determines is necessary to fund the Effective Date, the CORR Managers, may, in their sole discretion, determine that additional Capital Contributions are necessary for the conduct costs and expenses of the Company’s business (any such additional Capital Contributions called from Improvement Program including costs with respect thereto that are in excess of the Capital Members Improvement Budget, (ii) any Managing Member determines is necessary to reimburse Whitehall Group for any amounts paid by the BoardWhitehall Group or its Affiliates pursuant to any Loan Guaranty, being hereinafter including the Improvement Letter of Credit Reimbursement Agreement and/or (iii) any Managing Member determines is necessary to fund any Necessary Expenditure (Capital Calls pursuant to clauses (i), (ii) and (iii) referred to herein as an “Additional Call AmountMandatory Capital Calls”). In connection addition, any Managing Member may, with determining the approval of all of the other Members, at any time or times, require all Capital Members, and all Capital Members hereby agree, to make Additional Capital Contributions to the Company in excess of the Mandatory Capital Call Threshold that an Additional Call Amount is necessary, the CORR Managers shall (A) issue Class B-1 Units such Managing Member determines are necessary to fund the costs and expenses of the Capital Improvement Program including costs with respect thereto that are in excess of the Capital Improvement Budget, (B) any Managing Member determines is necessary to reimburse Whitehall Group for any amounts paid by the Whitehall Group or its Affiliates pursuant to any Loan Guaranty, including the Improvement Letter of Credit Reimbursement Agreement and/or (C) such Managing Member determines is necessary to fund any Necessary Expenditure, and (D) such Managing Member determines is otherwise necessary to fund expenses or liabilities of the Company (Capital Calls pursuant to clauses (A) through (D) are referred to herein as “Discretionary Capital Calls”). Any Capital Call (i) shall be made by written notice sent to all of the Capital Members, such written notice shall be any Managing Member acting alone (in the case of a Mandatory Capital Call), or by all of the Managing Members acting together (in the case of Discretionary Capital Call), (ii) shall provide not less than thirty (30) days’ advance notice before the Additional Capital Contributions requested thereby are due and payable, and (iii) shall be apportioned pro rata among the Capital Members in accordance with each Capital Member’s Percentage Interest. Notwithstanding the foregoing, MLPC shall not be subject to a Mandatory Capital Call Unitsuntil such time as a total of $27,500,000 has been contributed by the other Members ($35,000,000 less MLPC’s capital contribution of $7,500,000). (a) If any Capital Member (or an Affiliate thereof) agrees to provide a Loan Guaranty, any reimbursement the Company shall disburse to such Capital Member shall include interest at a rate of fifteen percent (15%) per annum from the date such amounts are funded. (b) If one or more of the Managing Members makes a Capital Call in accordance with Section 6.2(a), and any Capital Member fails to make the capital contributions required to be made pursuant to such Capital Call, then (i) such Managing Member may elect to rescind such Capital Call by delivering notice of the election within sixty (60) days after such Capital Call was made (in which event any amounts funded by the Capital Members will be refunded to them and will not be deemed to be Capital Contributions) and (ii) failing such election by Whitehall Street or Whitehall Employee Fund within such sixty day (60) period, each of the other Capital Members may elect either to fund all or some of the Failed Contribution and to proceed in the manner described in Section 6.3 or not to fund any portion of the Failed Contribution. If none of the Capital Members elect to fund any portion of the Failed Contribution pursuant to Section 6.3, then the entire amounts funded by such other Capital Members shall be treated as a Capital Contribution and the Non-Contributing Member will be deemed to have a Failed Contribution equal to the total amount of Capital Contributions funded by such other Capital Members pursuant to such Capital Call multiplied by the Percentage Interest of such Non-Contributing Member immediately prior to such Capital Call, the other Capital Members will be treated as having funded such Failed Contribution proportionately (based on their relative Percentage Interests), and the consequences described in Section 6.3 below shall apply. Alternatively, if the other Capital Members so elect unanimously, they may treat (i) the entire amount funded by such other Capital Members with respect to such Capital Call as a loan (a “Company Loan”) by such other Capital Members to the Company, which Company Loan shall (i) be senior in priority of payment to any amounts otherwise distributable to the Capital Members in the event such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount (the “Contributing Members”) hereunder and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”). Xxxxx shall have the right to acquire such Additional Call Units in an amount equal to (i) the number of Additional Call Units offered multiplied by (ii) a fraction (A) bear interest at the numerator of which is the number of Class C-1 Units held Default Rate. Any payments made by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx shall give notice thereof to the Company within thirty (30) days following receipt of a notice on such Company Loan shall be applied first to interest and then to principal and shall not be deemed distributions from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall be entitled to assume that such Member has elected not to exercise its rights under this Section 3.3. (ii) Upon the funding of any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal to nor affect the amount Capital Accounts of the Capital Members. A Contributing Member may, at any time prior to full repayment of such Company Loan, elect, in its discretion, to terminate such Company Loan and have (x) the entire outstanding principal and accrued and unpaid interest (as of the date of such termination) be treated as a Capital Contribution made by such Contributing Member divided by a price per Additional Call Unit equal on the date of such termination, (y) the Non-Contributing Member’s Percentage Interest diluted as set forth in Section 6.4, with the portion of the outstanding principal and accrued and unpaid interest (as of the date of such termination) attributable to the Additional amount funded by the Contributing Member on behalf of the Non-Contributing Member in connection with such Capital Call Unit FMV. Exhibit A deemed to be and treated as the amount of the Funded Portion and (z) the Capital Accounts of the Contributing Member and the books and records of Non-Contributing Member adjusted accordingly. At any time, the Company shall be thereafter amended accordingly may tender full payment of a Company Loan to reflect the funding of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward such Contributing Member may either accept such payment or downward adjustments elect to proceed pursuant to the Sharing Ratios immediately preceding sentence. (c) If at any time after the Effective Date the Members enter into any agreement concerning contributions to the capital of the Members Company, MLPC Parent will execute such agreement along with MLPC in order to evidence its agreement to take such actions as are necessary to cause MLPC to comply with the event a Member does not elect terms of such agreement. (d) To the extent MLPC chooses to make any Additional Capital Contribution pursuant to a Discretionary Capital Call, MLPC may, in its discretion direct the Company to apply any MLPC Preferred Return due but not yet paid by the Company under Section 8.1 (“Unpaid Preferred Return Amount”) as such Additional Capital Contribution. If the Unpaid Preferred Return Amount is less than the amount of Additional Capital Contribution to be made by MLPC, and MLPC elects to contribute money to make up such shortfall, then MLPC shall pay the balance of such Additional Capital Contribution that it elects to contribute as and when required by this Section 6.2. If the Unpaid Preferred Return Amount is greater than the amount of Additional Capital Contribution to be made by MLPC, then that portion of the Unpaid Preferred Return Amount which equals the Additional Capital Contribution amount shall be applied by the Company as such Additional Capital Contribution and the excess of the Unpaid Preferred Return Amount over the Additional Capital Contribution amount shall be distributed as provided in Section 8.1. Nothing in this Section 6.2(e) is intended to modify any other provision of this Agreement relating to a failure of MLPC to fund an Additional Capital Contribution pursuant to a Discretionary Capital Call. (e) To the extent any Member, or its Affiliate, makes a payment pursuant to a guaranty entered into between such Member, or its Affiliate, and any Lender, for breaches of an environmental indemnity in favor of such Lender (“Environmental Guaranty Payment”), an amount equal to the Environmental Guaranty Payment shall be treated as a Capital Contribution hereunder and such Member’s Capital Account shall be credited accordingly; provided, however, that if such Member, or its Affiliate, is reimbursed by the other Members pursuant to a Contributing contribution agreement, or other obligation to reimburse such Member, or its Affiliate (“Reimbursed Member”), the Reimbursed Member’s Capital Account shall only be increased for the amount of the Environmental Guaranty Payment that is not reimbursed, and such reimbursing Members’ Capital Accounts shall be adjusted to the extent such Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i)has reimbursed the Reimbursed Member.

Capital Calls. (a) The Management Committee may, at any time or times, require all Members, and each Member hereby agrees, to make additional cash Capital Contributions to the Company that the Management Committee determines in good faith are necessary (i) After to fund any Required Expenditure, (ii) to develop, operate, maintain, preserve, market or protect any of the Effective DateProperties, including, without limitation, real estate taxes, operating deficits, insurance premiums, costs of restoring any of the Properties after a casualty or condemnation thereof, utility costs, costs of compliance with law, payments with respect to the Acquisition Financing or any refinancing thereof or other mortgages and other liens, and payments on or of contractual obligations of the Company (including any fees due and payable to the Manager pursuant to any Management Agreement) or (iii) otherwise to conduct the business of the Company as the Management Committee deems appropriate, in each case, the CORR Managers, may, in their sole discretion, determine that additional Capital Contributions event Available Cash Flow are necessary not sufficient to pay for the conduct such cost or expense. (b) The Management Committee shall notify all of the Company’s business (Members of any capital call made pursuant to Section 6.2(a), and any such calls for additional Cash Capital Contributions called from contributions of the Members shall be in writing to all of the Members, shall provide for at least thirty (30) days' advance notice before the contributions are payable and, unless otherwise provided herein, shall be apportioned among the Members pro rata based on each Member's Percentage Interest (each such call, a "Capital Members by Call"). (c) If any Member shall fail to make a Capital Contribution required pursuant to any Capital Call in the Board, being amount and within the time periods specified therein (such Member is hereinafter referred to as an “Additional Call Amount”a "Non-Contributing Member"). In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall Administrative Member (A) issue Class B-1 Units (or, if the “Additional Call Units”) to the Capital Members in the event such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount (the “Contributing Members”) and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”). Xxxxx shall have the right to acquire such Additional Call Units in an amount equal to (i) the number of Additional Call Units offered multiplied by (ii) a fraction (A) the numerator of which Administrative Member is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Non-Contributing Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx B Member) shall give notice thereof of such failure to the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall be entitled to assume that such Member has elected not to exercise its rights under this Section 3.3. (ii) Upon the funding of any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal to all other Members and the amount of the Capital Contribution not funded by the Non-Contributing Member (such amount is hereinafter referred to as the "Failed Contribution") and, within ten (10) Business Days after receiving notice of such failure, any Member or Members that is or are not in default with respect to such Capital Call may fund all or part of such Failed Contribution (each such funding Member is hereinafter referred to as a "Contributing Member"). If more than one Member desires to be a Contributing Member, each such Member shall have the right to fund its pro rata share such Failed Contribution determined based on the relative Percentage Interests of the Contributing Members. At any time after funding all or part of a Failed Contribution, any Contributing Member may elect to treat the portion of the Failed Contribution funded by it (the "Funded Portion") either as a Member Loan as described in Section 6.2(d) below or as a Company Loan as described in Section 6.2(e) below. (d) A Contributing Member may elect to treat and deem any Funded Portion as a loan (a "Member Loan") by such Contributing Member to the Non-Contributing Member (or the Non-Contributing Members in proportion to their respective Percentage Interests), which Member Loan shall be treated as (i) a demand loan made by the Contributing Member to the Non-Contributing Member(s) (bearing interest at a rate of twenty percent (20%) per annum, compounded quarterly to the extent not paid currently) followed by (ii) a Capital Contribution by such Non-Contributing Member(s) to the Company. Any such Member divided Loan (to the extent of unpaid principal and interest) shall be recourse only to the Non-Contributing Member's Interest and shall be repaid directly by the Company on behalf of the Non-Contributing Member from Available Cash Flow or the proceeds of liquidation that would otherwise be distributable to the Non-Contributing Member, prior to any distribution thereof pursuant to Sections 8.1 or 10.3 hereof. Any Available Cash Flow or proceeds of liquidation used to repay such Member Loan shall be applied first to interest and then to principal. (e) If a price per Additional Call Unit Contributing Member does not make an affirmative election under paragraph (d) above, the Contributing Member will be deemed to have elected to make a demand loan to the Company (a "Company Loan") in the amount equal to the Additional Call Unit FMVFunded Portion funded by it, unless the existence of a Company Loan would violate the terms of any third party loan documents, in which case the Contributing Member will be deemed to have made a Member Loan. Exhibit A Company Loan will bear interest at a rate of twenty percent (20%) per annum, compounded quarterly to the extent not paid currently and will be repaid to the books Contributing Member from distributions otherwise distributable to the Members before any other distributions are made to any Member. Any payments made by the Company on such Company Loans shall be applied first to interest and records then to principal and shall not be deemed a distribution from the Company to the Contributing Member nor affect the Capital Accounts of the Members. Notwithstanding anything to the contrary contained herein, the Members hereby acknowledge that any Company Loan shall be thereafter amended accordingly subordinate in all respects to reflect the funding of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i)Acquisition Financing.

Capital Calls. (ia) After The Company may from time to time prior to the Effective Dateexpiration of the Takedown Period call for Commitment Contributions from the Committed Members (each, a “Capital Call”) for project development activities, working capital and acquisitions, and each Committed Member, subject to the CORR Managersterms and conditions hereof and the Unit Subscription Agreement, mayshall make its Commitment Contribution in response to each Capital Call. No Capital Call may be made for an aggregate amount less than $5,000,000, in their sole discretion, determine except that additional if the aggregate amount of remaining Commitment Contributions is less than $5,000,000 a Capital Contributions are necessary Call may be made for the conduct aggregate amount of remaining Commitment Contributions. After giving effect to the provisions of Sections 5.2(a) and 5.2(c), if applicable, each Capital Call shall be apportioned ratably among all Committed Members based on, and such Capital Call may not exceed, their respective Remaining Commitments less any amounts required to be funded pursuant to then outstanding Capital Calls as of the Company’s business date of such Capital Call. Each Capital Call shall be made pursuant to a call notice, substantially in the form attached hereto as Exhibit G-1 (any such additional Capital Contributions called from the Capital Members each a “Call Notice”), executed by the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, Chief Executive Officer and another Officer authorized by the CORR Managers shall (A) issue Class B-1 Units (the “Additional Call Units”) to the Capital Members in the event such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount (the “Contributing Members”) Board and (Bother than an Investor Call Right Call Notice) determine the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”). Xxxxx shall have the right to acquire such Additional Call Units in an amount equal to approved by (i) the number of Additional Call Units offered multiplied by Board and (ii) a fraction within five days after such Board Approval, by Requisite Approval as provided in Section 8.5. Each Call Notice shall specify (Ai) in reasonable detail the purpose of such Capital Call, and (ii) the numerator amount of which is the number of Class C-1 Units held Commitment Contributions to be made by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Committed Member pursuant to such Capital Member, the “Class C-1 Ratio”)Call. Should Xxxxx desire to exercise such right, Xxxxx Each Call Notice shall give notice thereof be delivered to the Company within thirty Committed Members. A Call Notice may provide for the Commitment Contribution to be made in a single contribution or in multiple contributions over time. The Board shall have the authority (30but only with, and conditioned upon, prior written Requisite Approval) days following receipt to withdraw any Call Notice at any time prior to the time that funding is required thereunder. (b) Upon the exercise of a notice from the Company of its intent to issue Additional Investor Call Units Right (a “Preemptive Right Response”as defined in the Unit Subscription Agreement). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall issue a Call Notice, which shall be entitled in the form of Exhibit G-2 (the “Investor Call Right Call Notice”), setting forth the Commitment Contributions to assume that such Member has elected not to exercise its rights under this Section 3.3be made by the Committed Members. (iic) Each Committed Member shall make the Commitment Contribution required by it pursuant to a Call Notice (other than a Call Notice that provides for periodic funding) within 30 days after such Call Notice is delivered to the Committed Members. Each Committed Member shall make the Commitment Contribution required by it pursuant to a Call Notice which provides for periodic funding, on or prior to the periodic dates set forth in such Call Notice; provided, however, that the Committed Members shall not be required to make the initial funding under any such Call Notice prior to the 30th day after such Call Notice is received by the Committed Members. The time periods specified in this Section 5.3(c) for making Commitment Contributions shall be subject to extension to the extent necessary to pursue any required regulatory approvals, as further described below. Upon the funding payment of any Capital Contribution by a Contributing MemberCommitment Contribution, and upon the terms and conditions of the Unit Subscription Agreement, the Company shall issue to such Contributing Committed Member shall be issued a number of Additional Call Series A-2 Preferred Units equal to the amount of the Capital Contribution made by such Member Commitment Contribution, divided by a price per Additional Call Unit equal to $6.25. (d) If any regulatory approval, including the Additional Call Unit FMV. Exhibit A filing and the books and records of the Company shall be thereafter amended accordingly to reflect the funding expiration of any Capital Contributions by a Contributing Member and waiting period under the Xxxx Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), is required prior to the issuance of any Series A-2 Preferred Units, the Company shall not issue such Series A-2 Preferred Units, and the Committed Member to whom such Series A-2 Preferred Units are to be issued shall not be required to make any Commitment Contribution with respect thereto, until such approval has been obtained (or in the case of the HSR Act, such filing has been completed and such waiting period has expired). The Company and the Members shall use their commercially reasonable efforts to comply promptly with all applicable regulatory requirements. The Company shall bear all documented and reasonable fees and expenses, including all filing fees, incurred by it or such Committed Member in connection therewithwith such compliance. In no event shall any Member be deemed to have become a Defaulting Member as a result of its inability, including any upward or downward adjustments as reasonably determined by such Member, to make a Commitment Contribution prior to such compliance. (e) Notwithstanding the Sharing Ratios of the Members foregoing, no Member shall be obligated to fund a Commitment Contribution in the event of a Bankruptcy of the Company or the commencement of a Liquidation Event with respect to the Company. (f) Notwithstanding anything to the contrary in this Agreement, no Member does that is not elect an Accredited Investor at the time of any funding of a Commitment Contribution shall be entitled to make fund such Commitment Contribution. (g) Not less than five days prior to the required funding date of each Commitment Contribution required to be made pursuant to a Capital Call Notice that provides for periodic funding, the Company shall deliver to each Committed Member an officers’ certificate signed by the Chief Executive Officer and the Chief Financial Officer certifying that to the actual knowledge of the Management Team since the date of the most recent prior Commitment Contribution, no event has occurred that (including with the passage of time or the giving of notice or both) could reasonably be expected to result in a material adverse effect on the business, condition (financial or otherwise), properties, assets, results of operations or liabilities of the Company and its Subsidiaries, taken as a whole (the “MAE Bringdown Certificate”). Notwithstanding anything to the contrary in this Agreement, each Member’s obligation to fund a Commitment Contribution required pursuant to a Call Notice that provides for periodic funding shall be suspended on the fifth day prior to the applicable funding date if the Company has failed to deliver the MAE Bringdown Certificate, unless waived by Requisite Approval, and a Contributing Member increases its Capital Contribution amount in accordance such obligation shall remain suspended until reinstated by the Board with Section 3.3(b)(i)Requisite Approval.

Capital Calls. (i) After In the Effective Dateevent the Company shall experience negative Cash Flow which impairs the Company's financial condition or the ability to operate the Centers, the CORR Managers, either Party may, in their sole discretion, determine that additional Capital Contributions are necessary for the conduct on behalf of the Company’s business (any such , make a call for additional Capital Contributions called from the Capital Members by the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall (A) issue Class B-1 Units (the “Additional Call Units”) to the Capital Members in the event such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount (the “Contributing Members”) and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”). Xxxxx shall have the right to acquire such Additional Call Units capital in an amount equal and so often as may be reasonably necessary to (i) remedy the number impaired financial condition of Additional Call Units offered multiplied the Company. If mutually agreed by (ii) the Parties, any capital call may be in the form of a fraction (A) loan. The amount of capital called for shall be paid by the numerator Parties in proportion to their respective Ownership Interest in the Company. If the Parties are unable to agree as to the reasonableness of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Membera capital call, the “Class C-1 Ratio”)reasonableness thereof shall be determined by a mutually agreed upon third party accountant. Should Xxxxx desire In the event the Parties cannot agree on a third party accountant, each Party shall appoint their own accountant to exercise determine whether the call for additional capital is reasonable, and if not, to determine a reasonable call amount, if any. In the event the accountants do not agree, a reasonably requested call amount shall be the lower call amount submitted by the accountants, plus one half (1/2) of the difference between the lower call amount and the higher call amount. All analysis by the accountants shall be done in accordance with generally accepted accounting principles. Subject to each Party's rights of termination, the Parties hereby agree to pay all additional reasonably requested capital calls until such righttime as the financial impairment is remedied, Xxxxx or until the operation of the Company is terminated pursuant to the terms of this Agreement. In the event a Party refuses or fails to timely remit the additional requested capital payment pursuant to this Paragraph, the non-paying Party shall give notice thereof pay to the Company within thirty interest on the unpaid amount at the rate of eighteen percent (3018%) days following receipt of a notice per annum, from the Company due date until paid in full. In the event the other Party elects to make such payment on behalf of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within the non-paying Party, such 30-day period, the Company other Party shall be entitled to assume that recover from the non-paying Party the principle amount of such Member has elected not capital contribution together with all interest referenced above, together with a right to exercise its rights offset any amounts recoverable under this Section 3.3. (ii) Upon the funding of any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal Paragraph against Cash Flow or other amounts otherwise payable to the amount of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Exhibit A and the books and records of the Company shall be thereafter amended accordingly to reflect the funding of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i)non-paying Party.

Capital Calls. (i) After From time to time as is necessary or desirable as a result of Company Cash Needs and/or expected future Company Cash Needs as determined by the Effective DateManaging Member in its discretion, the CORR Managers, may, in their sole discretion, determine that additional Managing Member shall submit to the Members a written demand (“Capital Contributions are necessary for the conduct of the Company’s business (any such additional Capital Contributions called from the Capital Members by the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall (A) issue Class B-1 Units (the “Additional Call UnitsCall”) to the Capital Members in the event such Capital Members actually fund for Additional Capital Contributions in respect of such Company Cash Needs. The Managing Member shall endeavor to deliver Capital Calls no more frequently than quarterly. Each Capital Call shall be in writing and shall state the aggregate amount of such Company Cash Needs, the basis therefor and each Member’s Contribution Percentage of the Additional Capital Contributions with respect thereto. Each Member shall, in respect of any Capital Call, be obligated (subject to Sections 4.01(b)(vi)(A) and 4.01(c)) to make an Additional Capital Contribution in the amount of its Percentage Interest of the total requested Additional Capital Contribution pursuant to such Capital Call Amount (such percentage, as may be adjusted pursuant to the proviso clause of this sentence, being referred to herein as such Member’s “Contributing MembersContribution Percentage”). Subject to the provisions of this Section 4.01(b), each Additional Capital Contribution required pursuant to a Capital Call shall be funded by the applicable Member on a Payment Date ten (10) Business Days following the date the applicable Capital Call shall have been given (or such later Payment Date as may be stated therein) and shall be made by wire transfer of immediately available funds to the Company on or before such applicable Payment Date. If one or more Co-Investor Members (“New Member”) becomes obligated to make Additional Capital Contributions after one or more other Co-Investor Members have made Capital Contributions pursuant to Section 4.01(b)(iii) or this Section 4.01(b)(iv), such New Member(s) shall be obligated to make all of the Additional Capital Contributions called for in any Capital Call until such time as the aggregate Additional Capital Contributions made by each New Member pursuant to Section 4.01(b)(iii) and this Section 4.01(b)(iv) (including any such Additional Capital Contributions being made pursuant to such Capital Call) (plus the aggregate of any Required Capital Shortfall Contributions and any Required Capital Shortfall Loans made in connection with any failures by such New Member to make such Additional Capital Contributions) is equal to such New Member’s Percentage Interest of the aggregate Capital Contributions made by all Members pursuant to Section 4.01(b)(i), Section 4.01(b)(iii) and this Section 4.01(b)(iv) (including any such Additional Capital Contributions being made pursuant to such Capital Call) (plus the aggregate of any Required Capital Shortfall Contributions and any Required Capital Shortfall Loans made in connection with any failures to make such Capital Contributions, but subtracting from the amount of Capital Contributions made by the CIM Member (A) the amount of all distributions to the CIM Member pursuant to Section 4.01(b)(iii) and (B) determine if not already received and distributed to the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”CIM Member pursuant to Section 4.01(b)(iii). Xxxxx shall have the right to acquire such Additional Call Units in an amount equal to (i) the number of Additional Call Units offered multiplied by (ii) a fraction (A) the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx shall give notice thereof to the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall be entitled to assume that such Member has elected not to exercise its rights under this Section 3.3. (ii) Upon the funding of any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal to the amount of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Exhibit A and the books and records of the Company shall be thereafter amended accordingly to reflect the funding of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i).Initial Project Loan Distribution Amount).1

Capital Calls. (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) After the Effective Datepurpose for which the requested Capital Contribution will be used, including whether the Capital Contribution is to respond to a Transco Capital Call (including whether such Transco Capital Call is in respect of Project Costs for the Project, the CORR ManagersExpansion Project, mayan Emergency, or otherwise), in their sole discretionwhich case a copy of such Transco Capital Call shall be included with such Capital Call, determine that additional or to fund an Excess Claim Liability, a Xxxxx Transfer Tax Liability, or otherwise, (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 shall equal 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 necessary due (which date shall not be less than the earlier of twelve (12) Business Days following the date on which the Capital Call is given or, if applicable, one Business Day prior to the date on which such Transco Capital Call must be made by Xxxxx Pipeline) and the method of payment (provided that such date and method shall be the same for the conduct each of the Company’s business Members); provided that the Managing Member shall be obligated to make a Capital Call for Capital Contributions in response to a Transco Capital Call. Subject to Section 4.04(b) and Section 4.04(c), the Members will have the option (any but not the obligation) to make such additional Capital Contributions called to the Company in accordance with the terms specified in such Capital Call. With respect to any Capital Call made in response to Xxxxx Pipeline’s receipt of a Transco Capital Call, the Company shall contribute to its appropriate subsidiaries, and shall cause such subsidiaries to contribute to Xxxxx Pipeline, the amount of Capital Contributions received from the Members with respect thereto so that Xxxxx Pipeline may fund its proportionate share of such Transco Capital Members by the Board, being hereinafter referred to as an “Additional Call Amount”)Call. In connection with determining that an Additional Call Amount is necessaryexchange for any Capital Contribution made by a Member pursuant to this Section 4.04, such funding Member’s aggregate Capital Contributions and Capital Account shall be increased to reflect such Capital Contribution. Notwithstanding the CORR Managers foregoing, but subject to Section 12.02(a)(iv), no Member shall be required to make any additional 853984.15A-WILSR01A - MSW Capital Contribution (Aother than such Member’s Effective Date Capital Contribution and other than the NEP Member’s obligations provided in Section 4.04(b) issue Class B-1 Units (the “Additional Call Units”and Section 4.04(c)) to the Capital Members in the event Company pursuant to this Agreement, even if such Capital Call is requested to fund an Emergency. (b) Solely with respect to Xxxxx Pipeline’s receipt of a Transco Capital Call to fund the costs for the Expansion Project, the Managing Member shall make a corresponding Capital Call to the Members actually only if the principal amount then available to be drawn down under the Tranche C Facility is insufficient to satisfy Xxxxx Pipeline’s required capital contribution pursuant to such Transco Capital Call, and such Capital Call shall be limited to an amount equal to the excess of Xxxxx Pipeline’s proportionate share of such Transco Capital Call for the Expansion Project (as set forth in such Transco Capital Call) over the amount of the net proceeds received by Xxxxx Pipeline under the Tranche C Facility to meet such Transco Capital Call. The Company shall contribute to its appropriate subsidiaries, and shall cause such subsidiaries to contribute to Xxxxx Pipeline, the amount thereof so that Xxxxx Pipeline may use such amount to fund its proportionate share of such Transco Capital Contributions Call (together with the proceeds from the Tranche C Facility received in respect of such Additional Call Amount Capital Call). NEP Member shall be required to make, and NEP shall cause NEP Member to make, a Capital Contribution to the Company in cash in the amount of NEP Member’s proportionate share (the “Contributing Members”as determined pursuant to Section 4.04(a)) and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional Transco Capital Call, and, to the extent any Class B Member opts not to make a Capital Contribution in its respective proportionate share of such Transco Capital Call, NEP Member shall be required to make, and NEP shall cause NEP Member to make, either a Capital Contribution in cash or a loan to the Company in an amount necessary to satisfy such Class B Member’s proportionate share of such Transco Capital Call Units or otherwise as will allow the Transco Capital Call to be satisfied in full. For the avoidance of doubt, the Tranche C Facility shall be the primary resource for the Company and its subsidiaries to use to satisfy any Transco Capital Call in respect of costs for the Expansion Project, and no Member shall be obligated to make any Capital Contribution in respect thereof unless sufficient funds are not available under the Tranche C Facility to satisfy such Transco Capital Call. (c) In the “Additional Call Unit FMV”)event that the Company or any of its subsidiaries is required to make payment for any Pre-Closing Tax Liabilities, Xxxxx Transfer Tax Liabilities, Excess Claim Liabilities, or Purchase Price Increase, the Managing Member shall send written notice to the Members of the amount thereof, with reasonable supporting detail regarding the nature of such liability. Xxxxx Within ten (10) Business Days following the date of any such notice, NEP Member shall have be required to make, and NEP shall cause NEP Member to make, a Capital Contribution to the right to acquire such Additional Call Units Company in cash in an amount equal to (i) the number amount of Additional Call Units offered multiplied by (ii) a fraction (A) the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such rightPre-Closing Tax Liability, Xxxxx shall give notice thereof to the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day periodTransfer Tax Liability, Excess Claim Liability, or Purchase Price Increase, as applicable, and the Company shall be entitled use such amount to assume fund such Pre-Closing Tax Liability, Xxxxx Transfer Tax Liability, Excess Claim Liability, or Purchase Price Increase, as applicable; provided, that such Member has elected not with respect to exercise its rights under this Section 3.3. (ii) Upon the funding of any Capital Contribution by a Contributing made in respect of any Pre-Closing Tax Liabilities, NEP Member, such Contributing Member ’s aggregate Capital Contributions and Capital Account shall not be issued a number of Additional Call Units equal to the amount of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Exhibit A and the books and records of the Company shall be thereafter amended accordingly increased to reflect the funding of any such Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i).Contribution. 853984.15A-WILSR01A - MSW

Capital Calls. (i) After the Effective Date, the CORR Managers, The Manager may, at any time in their its sole discretion, determine that additional call upon each Member to make Additional Capital Contributions are necessary for the conduct of the Company’s business (any such additional each, a “Capital Contributions called from the Capital Members by the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall (A) issue Class B-1 Units (the “Additional Call UnitsCall”) to the Capital Members in Company, pro rata based on each Member’s Membership Interest at the event time such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount call is made (the “Contributing Members”) and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMVCapital Contributions”). Xxxxx The Manager shall have do so by delivering to each Member a notice (“Call Notice”) setting forth (a) the right total of all Additional Capital Contributions the Members are being called to acquire make, (b) the date that such Additional Capital Contributions are required to be made to the Company (such date, the “Capital Contribution Date”), which date shall not be sooner than twenty (20) days after the delivery of the Call Units Notice and (c) the Additional Capital Contribution to be paid by the Member to which the notice is addressed. Subject to the provisions of Section “4.3(b)” hereof, the Manager may use Additional Capital Contributions for any reason in furtherance of Company business as determined by the Manager in its sole discretion. If a Member fails to contribute an amount equal to the applicable Member’s Additional Capital Contribution by the Capital Contribution Date (i) the number of Additional Call Units offered multiplied by (ii) a fraction (A) the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital “Non-Contributing Member”), the Manager shall provide written notice thereof (the “Class C-1 RatioContribution Default Notice”) to each Member that has made its entire contribution (a “Contributing Member”). Should Xxxxx desire to exercise such Each Contributing Member shall have the right, Xxxxx shall give at its option, to contribute all or a portion of each Non-Contributing Member’s Additional Capital Contribution not funded by the Non-Contributing Member (the “Default Amount”), as an additional Capital Contribution upon written notice thereof to the Company Non-Contributing Member(s) and the Manager given within thirty twenty (3020) days following receipt after the giving of the Contribution Default Notice. If a Contributing Member elects to contribute all or a portion of the Default Amount on behalf of a notice from Non-Contributing Member as an Additional Capital Contribution, then on the Company date of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall be entitled to assume that such Member has elected not to exercise its rights under this Section 3.3. (ii) Upon the funding of any Capital Contribution contribution by a Contributing Member, each such Contributing Member the Membership Interests of all the Members shall be issued adjusted so that the same are divided on a number of Additional Call Units equal to pro rata basis based on the amount of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Exhibit A and the books and records of the Company shall be thereafter amended accordingly to reflect the funding of any respective aggregate Capital Contributions by a Contributing Member and to date of all the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i)Members.

Capital Calls. (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) After the Effective Datepurpose for which the requested Capital Contribution will be used, including whether the Capital Contribution is to respond to a Transco Capital Call (including whether such Transco Capital Call is in respect of Project Costs for the Project, the CORR ManagersExpansion Project, mayan Emergency, or otherwise), in their sole discretionwhich case a copy of such Transco Capital Call shall be included with such Capital Call, determine that additional or to fund an Excess Claim Liability, a Xxxxx Transfer Tax Liability, or otherwise, (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 shall equal 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 necessary due (which date shall not be less than the earlier of twelve (12) Business Days following the date on which the Capital Call is given or, if applicable, one Business Day prior to the date on which such Transco Capital Call must be made by Xxxxx Pipeline) and the method of payment (provided that such date and method shall be the same for the conduct each of the Company’s business Members); provided that the Managing Member shall be obligated to make a Capital Call for Capital Contributions in response to a Transco Capital Call. Subject to Section 4.04(b) and Section 4.04(c), the Members will have the option (any but not the obligation) to make such additional Capital Contributions called to the Company in accordance with the terms specified in such Capital Call. With respect to any Capital Call made in response to Xxxxx Pipeline’s receipt of a Transco Capital Call, the Company shall contribute to its appropriate subsidiaries, and shall cause such subsidiaries to contribute to Xxxxx Pipeline, the amount of Capital Contributions received from the Members with respect thereto so that Xxxxx Pipeline may fund its proportionate share of such Transco Capital Members by the Board, being hereinafter referred to as an “Additional Call Amount”)Call. In connection with determining that an Additional Call Amount is necessaryexchange for any Capital Contribution made by a Member pursuant to this Section 4.04, such funding Member’s aggregate Capital Contributions and Capital Account shall be increased to reflect such Capital Contribution. Notwithstanding the CORR Managers foregoing, but subject to Section 12.02(a)(iv), no Member shall be required to make any additional Capital Contribution (Aother than such Member’s Effective Date Capital Contribution and other than the NEP Member’s obligations provided in Section 4.04(b) issue Class B-1 Units (the “Additional Call Units”and 853984.14-WILSR01A - MSW Section 4.04(c)) to the Capital Members in the event Company pursuant to this Agreement, even if such Capital Call is requested to fund an Emergency. (b) Solely with respect to Xxxxx Pipeline’s receipt of a Transco Capital Call to fund the costs for the Expansion Project, the Managing Member shall make a corresponding Capital Call to the Members actually only if the principal amount then available to be drawn down under the Tranche C Facility is insufficient to satisfy Xxxxx Pipeline’s required capital contribution pursuant to such Transco Capital Call, and such Capital Call shall be limited to an amount equal to the excess of Xxxxx Pipeline’s proportionate share of such Transco Capital Call for the Expansion Project (as set forth in such Transco Capital Call) over the amount of the net proceeds received by Xxxxx Pipeline under the Tranche C Facility to meet such Transco Capital Call. The Company shall contribute to its appropriate subsidiaries, and shall cause such subsidiaries to contribute to Xxxxx Pipeline, the amount thereof so that Xxxxx Pipeline may use such amount to fund its proportionate share of such Transco Capital Contributions Call (together with the proceeds from the Tranche C Facility received in respect of such Additional Call Amount Capital Call). NEP Member shall be required to make, and NEP shall cause NEP Member to make, a Capital Contribution to the Company in cash in the amount of NEP Member’s proportionate share (the “Contributing Members”as determined pursuant to Section 4.04(a)) and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional Transco Capital Call, and, to the extent any Class B Member opts not to make a Capital Contribution in its respective proportionate share of such Transco Capital Call, NEP Member shall be required to make, and NEP shall cause NEP Member to make, either a Capital Contribution in cash or a loan to the Company in an amount necessary to satisfy such Class B Member’s proportionate share of such Transco Capital Call Units or otherwise as will allow the Transco Capital Call to be satisfied in full. For the avoidance of doubt, the Tranche C Facility shall be the primary resource for the Company and its subsidiaries to use to satisfy any Transco Capital Call in respect of costs for the Expansion Project, and no Member shall be obligated to make any Capital Contribution in respect thereof unless sufficient funds are not available under the Tranche C Facility to satisfy such Transco Capital Call. (c) In the “Additional Call Unit FMV”)event that the Company or any of its subsidiaries is required to make payment for any Pre-Closing Tax Liabilities, Xxxxx Transfer Tax Liabilities, Excess Claim Liabilities, or Purchase Price Increase, the Managing Member shall send written notice to the Members of the amount thereof, with reasonable supporting detail regarding the nature of such liability. Xxxxx Within ten (10) Business Days following the date of any such notice, NEP Member shall have be required to make, and NEP shall cause NEP Member to make, a Capital Contribution to the right to acquire such Additional Call Units Company in cash in an amount equal to (i) the number amount of Additional Call Units offered multiplied by (ii) a fraction (A) the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such rightPre-Closing Tax Liability, Xxxxx shall give notice thereof to the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day periodTransfer Tax Liability, Excess Claim Liability, or Purchase Price Increase, as applicable, and the Company shall be entitled use such amount to assume fund such Pre-Closing Tax Liability, Xxxxx Transfer Tax Liability, Excess Claim Liability, or Purchase Price Increase, as applicable; provided, that such Member has elected not with respect to exercise its rights under this Section 3.3. (ii) Upon the funding of any Capital Contribution by a Contributing made in respect of any Pre-Closing Tax Liabilities, NEP Member, such Contributing Member ’s aggregate Capital Contributions and Capital Account shall not be issued a number of Additional Call Units equal to the amount of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Exhibit A and the books and records of the Company shall be thereafter amended accordingly increased to reflect the funding of any such Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i)Contribution.

Capital Calls. (ia) After When the Effective DatePartners are required to contribute Additional Capital Contributions under this Agreement, the CORR ManagersPartners shall make such Additional Capital Contributions in accordance with the provisions herein ("Capital Call") and in such amounts that are sufficient to provide such funds. Each Partner and any permitted transferee(s) under Article X hereof shall be jointly and severally liable for making any of their respective required contributions to the Partnership under Section 3.2 or this Section 3.4. Notwithstanding anything to the contrary herein, may, no Partner shall be required to make any Additional Capital Contributions that would cause such Partner's (or its predecessors in their sole discretion, determine that additional interest) aggregate Capital Contributions since inception of the Partnership with respect to the Project to exceed such Partner's Total Project Cost Commitment. (b) When Additional Capital Contributions are necessary for needed by the conduct Partnership, the Managing Partner (or if he fails to do so, any other General Partner) shall give a notice (a "Capital Call Notice") to each Partner in the manner provided in Section 14.3 hereof. Each Capital Call Notice shall specify in reasonable detail the amount and purpose of the Company’s business (any such additional Additional Capital Contributions called from and that it is or is not pursuant to the Development Budget. Capital Members by Call Notices, other than pursuant to the BoardDevelopment Budget, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall also include (A) issue Class B-1 Units (a statement of the “Additional Call Units”) anticipated cash receipts and obligations for the immediately following calendar quarter with the reasons, if ascertainable, that the available funds of the Partnership will be insufficient to meet the Capital Members in obligations for which the event such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount (the “Contributing Members”) additional funds have been requested as they come due, and (B) determine a representation from such General Partner that it has made a draw request under the Fair Market Value Financing for the Project to pay a portion of each Class B-1 Unit the expenditures identified in the Capital Call Notice to the maximum extent permitted thereunder or that the line item in the budget therefore has been exhausted, that no uncured default under the Financing then exists, that the Lender under the Financing has not declined to advance funds to pay all or any portion of such Additional any costs identified in any Capital Call Units (Notice to be paid pursuant to the “Additional draw request. With respect to a Capital Call Unit FMV”). Xxxxx Notice, the following provisions shall have the right to acquire such Additional Call Units in an amount equal to apply: (i) Each Partner shall, within ten (10) Business Days (time being of the number essence) after the receipt of Additional such Capital Call Units offered multiplied Notice, deposit, by (ii) a fraction (A) wire transfer of immediately available federal funds into the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital MemberPartnership's bank account, the “Class C-1 Ratio”). Should Xxxxx desire Additional Capital Contribution specified in the Capital Call Notice, to exercise such right, Xxxxx shall give notice thereof be credited to the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall be entitled to assume that such Member has elected not to exercise its rights under this Section 3.3contributing Partner's Capital Account. (ii) Upon the funding If a Partner does not pay its share of any required Additional Capital Contribution by (recognizing that no contributions are required once a Contributing MemberPartner has made aggregate Capital Contributions to the Partnership with respect to the Project in the aggregate amount equal to its Total Project Cost Commitment) in accordance with any Capital Call Notice, such Contributing Member the other Partner shall have the option, in addition to other rights and remedies set forth herein, (A) to make a Contribution Loan as provided in Section 3.4(c) hereof, or (B) to withdraw its Additional Capital Contribution, because the other Partner failed to pay its share of the Additional Capital Contribution, or (C) bring suit against the other Partner for a breach of this Agreement. (iii) If a Partner disputes whether any Additional Capital Contributions are due hereunder, the dispute shall be issued resolved pursuant to arbitration in accordance with Article XIII herein. (c) In addition to the rights set forth in Section 3.4(b)(ii) and Article XI hereof, if a number Partner fails to make any Additional Capital Contribution within the time specified in Section 3.4(b) hereof, (a "Non-Contributing Partner"), the other Partner who makes the requested contribution of Additional Call Units additional capital (the "Contributing Partner") shall have the right but not the obligation to advance directly to the Partnership the funds required from the Non-Contributing Partner as a loan ("Contribution Loan") to the Non-Contributing Partner. If and when a Contribution Loan is made, the Non-Contributing Partner shall not become a Defaulting Partner (as provided in Article XI) but the Non-Contributing Partner shall be deemed to have waived the right to make the requested capital contribution as of the date of such Contribution Loan. Such Contribution Loan shall bear interest at a rate equal to eighteen percent (18%) per annum, compounded annually, but in no event more than the amount maximum rate permitted by law. The Non-Contributing Partner may prepay the Contribution Loan at any time, but in any event the Contribution Loan shall be due and payable on demand at any time upon written notice to the Non-Contributing Partner. Failure of the Capital Non-Contributing Partner to pay the Contribution made by such Member divided by Loan within three (3) Business Days following demand shall constitute a price per Additional Call Unit equal to default hereunder. If the Additional Call Unit FMV. Exhibit A and the books and records of the Company shall be thereafter amended accordingly to reflect the funding of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member Partner does not elect to make a advance the full amount of the additional funds required from the Non-Contributing Partner, the Contributing Partner may withdraw its Additional Capital Contribution and a or treat the failure of the Non-Contributing Member increases its Partner to make the Additional Capital Contribution amount as an Event of Default under Article XI hereof. (d) A Contribution Loan shall be repaid on a first priority basis out of any subsequent distributions to which the Non-Contributing Partner for whose account the Contribution Loan was made would otherwise be entitled in accordance with Section 3.3(b)(i)this Agreement, which amounts shall be applied first to accrued interest and then to principal, until the Contribution Loan is paid in full. Each Non-Contributing Partner irrevocably assigns its rights to distributions from the Partnership to the Contributing Partner for the purpose of effectuating this repayment until the Contribution Loan is repaid. Repayment of any Partner's Contribution Loan shall also be secured by the Non-Contributing Partner's Interest in the Partnership, and the Non-Contributing Partner hereby grants a security interest in such Partnership Interest to the Contributing Partner who has advanced such Contribution Loan and hereby irrevocably appoints the Contributing Partner, and any of its agents, officers or employees, as its attorney-in-fact, such appointment being coupled with an interest, to execute, acknowledge and deliver any documents, instruments and agreements including, but not limited to, any note evidencing the Contribution Loan, and such Uniform Commercial Code financing statements, continuation statements, and other security instruments as may be appropriate to perfect and continue such security interest in favor of the Contributing Partner.

Capital Calls. (a) The Company may from time to time after the Effective Date and prior to the expiration of the Takedown Period call for Commitment Contributions from EnCap (each, a “Capital Call”), and EnCap, subject to the terms and conditions of this Agreement, shall make such Commitment Contribution in response to each Capital Call. Each Capital Call may not exceed EnCap’s Remaining Commitment, less any amounts required to be funded pursuant to any then-outstanding Capital Calls as of the date of such Capital Call. Each validly approved Capital Call shall be made pursuant to a call notice (each, a “Call Notice”), which Call Notice shall (i) After include the Effective Date, aggregate amount of Commitment Contributions to be made and the CORR Managers, may, in their sole discretion, determine that additional Capital date by which such Commitment Contributions are necessary for the conduct of the Company’s business must be made and (any such additional Capital Contributions called from the Capital Members ii) be executed by an EnCap Manager and approved by the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall (A) issue Class B-1 Units (the “Additional Call Units”) to the Capital Members in the event such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount (the “Contributing Members”) and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”). Xxxxx The Board shall have the right authority to acquire modify or withdraw any Call Notice at any time prior to a required funding date set forth in such Additional Call Units in an amount equal to Notice. (b) The Members acknowledge and agree that (i) a Capital Call may be made in accordance with Section 5.3(a) regardless of the number value of Additional the Series A Units at the time of such Capital Call Units offered multiplied by and regardless of whether alternative equity financing is then available on terms more favorable to the Company and (ii) a fraction (A) the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx shall give notice thereof to the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company Manager shall be entitled to assume that determine whether to elect to make such Capital Call by considering only such interests and factors specified by the Member has elected not to exercise its rights under this Section 3.3designating such Manager. (iic) Upon the funding of any Capital Contribution by a Contributing MemberEnCap, such Contributing Member shall be issued a number of Additional Call Units equal subject to the amount terms and conditions of this Agreement, shall make the Capital Commitment Contribution made required by EnCap pursuant to a Call Notice within fifteen (15) Business Days after such Member divided by a price per Additional Call Unit equal Notice is delivered to EnCap, or prior to such later funding date as is set forth in such Call Notice. (d) Notwithstanding anything to the Additional Call Unit FMV. Exhibit A and contrary in this Agreement, EnCap shall not be obligated to fund a Commitment Contribution in the books and records event of a Bankruptcy of the Company shall be thereafter amended accordingly to reflect or the funding commencement of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments Liquidation Event with respect to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i)Company.

Capital Calls. (ia) After If a majority of the Effective DateBoard of Managers determines that the capital of the Company or any Subsidiary fails to meet, or will imminently fail to meet, the CORR ManagersCapital Rules, may, or would meet such requirements only in their sole discretion, determine that additional Capital Contributions are necessary for combination with the conduct imposition of material restrictions upon the Company’s business or such Subsidiary’s business, the Board of Managers shall have the right to make a mandatory cash capital call (any a “Regulatory Capital Call”) in an amount necessary to enable the Company or such additional Capital Contributions called from Subsidiary to satisfy the Capital Rules. In the event such a Regulatory Capital Call is made, the Company shall promptly cause a notice to be delivered to each of the Members describing the amount and nature of the Regulatory Capital Call and providing other required information in respect of such Capital Call as specified in Section 6.2(c) hereof. Each Member shall be required within five (5) days after receipt of such Regulatory Capital Call to contribute to the capital of the Company an amount in cash equal to such Member’s pro rata portion (based on such Member’s Percentage Interest at the time of such Capital Call) of such Regulatory Capital Call. The proceeds of such Regulatory Capital Call shall be contributed by the BoardCompany, being hereinafter referred as necessary, to as other members of the Company Group to enable the members of the Company Group to satisfy the Capital Rules. (b) Acting in accordance with Section 3.5(a), the Board of Managers shall have the right to make additional cash capital calls (each, an “Additional Call AmountCapital Call”). In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall (A) issue Class B-1 Units (the “Additional Call Units”) to the Capital Members in the event such an Additional Capital Call is made, the Company shall promptly cause a notice to be delivered to each of the Members actually fund describing the amount and nature of the Additional Capital Contributions Call and providing other required information in respect of such Additional Capital Call Amount as specified in Section 6.2(c) hereof. Each Member shall be required, within sixty (the “Contributing Members”60) and (B) determine the Fair Market Value of each Class B-1 Unit days after receipt of such Additional Capital Call Units (unless otherwise provided therein), to contribute to the “Additional Call Unit FMV”). Xxxxx shall have capital of the right Company an amount in cash equal to acquire such Member’s pro rata portion (based on such Member’s Percentage Interest at the time of such Capital Call) of such Additional Capital Call. The proceeds of each Additional Capital Call Units shall be applied to the purposes set forth in an the notice delivered with such Additional Capital Call. (c) All Capital Calls made pursuant to this Article VI shall be accompanied by a written notice delivered to each Member which notice shall state the total amount equal to (i) of the number of Additional Call Units offered multiplied by (ii) a fraction (A) the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held required Capital Contributions by all Members (for each Capital MemberMembers, the “Class C-1 Ratio”proposed application of the proceeds of such capital contribution, the basis on which such Capital Contribution is authorized and each Member’s pro rata share of such total. (d) Subject to Section 3.3(b). Should Xxxxx desire to exercise such right, Xxxxx shall give notice thereof to the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company may, but shall not be entitled required to, issue additional Shares to assume that such Member has elected not to exercise its rights under this Section 3.3. (ii) Upon the funding of any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal to the amount of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Exhibit A and the books and records of the Company shall be thereafter amended accordingly to reflect the funding of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect connection with Capital Contributions made pursuant to make a Capital Contribution Call in such amount and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i)class or classes as shall be determined by the Board of Managers.

Capital Calls. The Manager or any Member may (isubject to the Approval of the Members) After call Capital Contributions from the Effective DateMembers from time to time (each a “Capital Call”) in accordance with a Draw Report (as defined below). With respect to each such Capital Call, the CORR Managers, may, in their sole discretion, determine that additional Members shall make Capital Contributions are necessary for the conduct of the Company’s business (any such additional Capital Contributions called from the Capital Members by the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall (A) issue Class B-1 Units (the “Additional Call Units”) to the Capital Members in the event such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount (the “Contributing Members”) and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”). Xxxxx shall have the right to acquire such Additional Call Units in an amount equal to (i) the number of Additional Call Units offered multiplied by (ii) a fraction (A) the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx shall give notice thereof to the Company within thirty (30) days following receipt equal to the aggregate amount of such Capital Call pro rata based upon their relative Sharing Percentages. With respect to each Capital Call, the Manager or the Investor Member, as applicable, shall deliver to the Members along with written notice of such Capital Call a notice from detailed description of the Company use of its intent to issue Additional Call Units the proceeds thereof and the particular items being funded thereby (a “Preemptive Right ResponseDraw Report”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, which the Company Manager or the Investor Member, as applicable, shall be entitled deliver to assume that such Member has elected not the Members on or before (x) the tenth (10th) Business Day prior to exercise its rights under this Section 3.3. (ii) Upon the date upon which the funding of any Capital Contribution by a Contributing MemberCall is due or (y) with respect to any Capital Call required to fund Emergency Capital Requirements, such Contributing Member shall be issued a number of Additional Call Units equal to the amount if possible, as far in advance of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Exhibit A and the books and records of the Company shall be thereafter amended accordingly to reflect date upon which the funding of such Capital Call is due as the circumstances reasonably permit. The Manager shall provide a detailed written report to the Members regarding any Emergency Capital Contributions by a Contributing Member Requirements as promptly as practicable following the occurrence of the event or events giving rise thereto specifying the circumstances of such emergency situation and the issuance recommendations of any Units in connection therewiththe Manager with respect thereto. The Manager shall be authorized to make Capital Calls and issue Draw Reports only with respect to: (i) payment of Pursuit Costs, including any upward those related to dead deals that have received Initial Approval as set forth in Exhibit E hereto; (ii) the acquisition of Proposed Investments previously Approved by the Members; (iii) capital expenditures or downward adjustments operating expenses with respect to one or more Properties to the Sharing Ratios of the Members extent provided for in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount current Annual Operating Budget for such Property, plus the Variance or as otherwise Approved in accordance with Section 3.3(b)(i6.9(B); (iv) Emergency Capital Requirements; (v) any payments required under a Mortgage Loan which has been approved pursuant to Section 6.3; and (vi) other matters Approved by the Members; provided, that unless Unanimously Approved by all Members, this clause (vi) shall be limited to additional funds that (as applicable) (1) do not materially alter the character or function of the Properties or the scope of the work set forth in the Annual Operating Budget, (2) are required to keep and maintain the Properties in good operating repair and condition, in compliance with any Approved leases or applicable laws or regulations, or (3) are required to keep the Properties free of liens and encumbrances; provided, further, that any expenditures of such Capital Contributions shall remain subject to Section 6.3. The Investor Member shall be authorized to make Capital Calls and issue Draw Reports with respect to any of the matters set forth in clauses (i) through (vi) of the preceding sentence. Subject to the Approval of the Members, any Member may make Capital Calls. Notwithstanding anything to the contrary above, no Member shall be required to fund (and shall not become a Defaulting Member as a result of any failure to fund) Capital Contributions pursuant to any Capital Calls that, when funded, would cause the aggregate Capital Contributions of such Member to exceed its Member Commitment unless the applicable Capital Call is issued or Approved by such Member; provided, that each Member’s obligation to fund any Guaranty Reimbursement Obligations shall not be limited by its Member Commitment.

Capital Calls. (i) After the Effective Date, the CORR Managers, may, in their sole discretion, determine that additional Capital Contributions are necessary for the conduct of the Company’s business (any such additional Capital Contributions called from the Capital Members by the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall (A) issue Class B-1 Units (the “Additional Call Units”) to the Capital Members in the event such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount (the “Contributing Members”) and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”). Xxxxx shall have the right to acquire such Additional Call Units in an amount equal to (i) the number of Additional Call Units offered multiplied by (ii) a fraction (A) the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx shall give notice thereof to the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall be entitled to assume that such Member has elected not to exercise its rights under this Section 3.3. (ii) Upon the funding of any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal to the amount of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Exhibit A and the books and records of the Company shall be thereafter amended accordingly to reflect the funding of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i).