Common use of Capital Commitments; Capital Contributions Clause in Contracts

Capital Commitments; Capital Contributions. (a) Each Member’s Capital Commitment shall be set forth on Schedule D and on the Member List. Each Member’s initial Capital Contributions shall be set forth on Schedule C. In exchange for each Member’s Capital Commitment, each Member has received an interest in the Company, including such Member’s interest in the capital, income, gains, losses, deductions and 12 expenses of the Company, the right to designate, appoint, remove and replace Board Members and their respective successors and the right to vote, if any, on certain Company matters, in each instance in accordance with and subject to the terms and conditions of this Agreement. There will only be one class of interests in respect of and issued by the Company. Each Member’s Capital Contribution shall be subject to Board Approval and shall be made from time to time upon no less than three (3) Business Days prior notice from the Administrative Agent (or any other Person with the power and authority to call the Capital Commitments) specifying (i) the amount then to be paid, (ii) the intended use of such funds (including for the making or purchasing interests in Investments on behalf of the Company, any Subsidiary or Alternative Investment Vehicle, payment of Expenses, and payment of indemnification and/or other obligations), and (iii) the due date for the related Capital Contribution (each, a “Capital Call Notice”); provided that, the Board shall not authorize any Capital Contribution from a Member unless a related capital call is made on all other Members, pro rata, based upon their respective Capital Commitments; provided further that to the extent that the intended use of any such capital call is to avoid an adverse consequence under the Credit and Security Agreement, the Capital Contributions with respect to such capital call shall not exceed 10% of the Advances Outstanding (as such term is defined in the Credit and Security Agreement) as of the date of such capital call. Each Capital Contribution shall be payable in cash in U.S. dollars or, with Board Approval, in in-kind contributions of Investments or other assets at a value and pursuant to transfer documentation approved by the Board. For the avoidance of doubt, for purposes of calculating the unpaid balances of the Capital Commitments, in-kind contributions will carry the value approved by the Board at the time the contribution is made. Capital Contributions shall be made by all Members pro rata based on their respective Capital Commitments. (b) Capital Contributions made in cash which are not used for their intended purpose or for any other purpose permitted by the terms of this Agreement shall be returned to the Members within ninety (90) days in the same proportion in which made, in which case such amounts shall be added back to the unfunded Capital Commitments of the Members and may be recalled by the Company as set forth in this Article 3; provided, however, that no such amount shall be paid to a Member that is, or has been, a Defaulting Member at any time during such ninety (90) day period. Capital Contributions which have been returned to Members also may be recalled to the extent provided by Section 5.3(a).

Capital Commitments; Capital Contributions. (a) Each Member’s Capital Commitment shall be set forth on Schedule D and on The Company is authorized to issue Common Units in the Member List. Each Member’s initial Company from time to time to Members in exchange for Capital Contributions shall be set forth on Schedule C. In exchange for each Member’s or a commitment of a Member to make certain Capital Contributions (each, a "Capital Commitment"), each Member has received an interest as may be unanimously determined by the Board of Managers in the Companyits sole discretion, including such Member’s interest in the capital, income, gains, losses, deductions and 12 expenses of the Company, the right to designate, appoint, remove and replace Board Members and their respective successors and the right to vote, if any, on certain Company matters, in each instance in accordance with and subject to the terms and conditions of this Agreement. There will only be one class of interests in respect of and issued by the Company. Each Member’s Capital Contribution shall be subject to Board Approval and shall be made from time to time upon no less than three (3) Business Days prior notice from the Administrative Agent (or any other Person with the power and authority to call the Capital Commitments) specifying (i) the amount then to be paid, (ii) the intended use of such funds (including for the making or purchasing interests in Investments on behalf approval of the Company, any Subsidiary or Alternative Investment Vehicle, payment of Expenses, and payment of indemnification and/or other obligations), and (iii) the due date for the related Capital Contribution (each, a “Capital Call Notice”); provided that, the Board shall not authorize any Capital Contribution from a Member unless a related capital call is made on all other Members, pro rata, based upon their respective Capital Commitments; provided further that to the extent that the intended use of any such capital call is to avoid an adverse consequence under the Credit and Security Agreement, the Capital Contributions with respect to such capital call shall not exceed 10% of the Advances Outstanding (as such term is defined in the Credit and Security Agreement) as of the date of such capital call. Each Capital Contribution shall be payable in cash in U.S. dollars or, with Board Approval, in in-kind contributions of Investments or other assets at a value and pursuant to transfer documentation approved by the Board. For the avoidance of doubt, for purposes of calculating the unpaid balances of the Capital Commitments, in-kind contributions will carry the value approved by the Board at the time the contribution is made. Capital Contributions shall be made by all Members pro rata based on their respective Capital Commitments. (b) Capital Contributions made in cash which are not used for their intended purpose or for any other purpose permitted by the terms of this Agreement shall be returned to the Members within ninety (90) days in the same proportion in which made, in which case such amounts shall be added back to the unfunded Capital Commitments of the Members and may be recalled by the Company Unit Holders as set forth in this Article 3Agreement. The initial Capital Contributions, Capital Commitments, number and class of Units and Percentage Interest of each Member are set forth opposite such Member's (or, as applicable, any Economic Interest Owner's) name on Exhibit A to this Agreement, which Exhibit A may be amended from time to time by the Board to accurately reflect any additional contributions to the capital of the Company, issuance or Transfer of Units in the Company, the admittance of any additional or substitute Members (and issuance of additional Units in connection therewith) in accordance with the terms contained herein and the Act. In furtherance thereof, the Board of Managers may admit to the Company additional Members, from time to time, subject to the following: (i) the affirmative vote of all Unit Holders; provided(ii) each additional Member shall execute an instrument satisfactory to the Board of Managers accepting and adopting all of the terms and provisions of this Agreement; (iii) each additional Member shall pay any reasonable expenses in connection with his, however, that no her or its admission as a new Member as the Board of Managers shall require; and (iv) each additional Member shall purchase Units in the Company by making a Capital Contribution or Capital Commitment in such amount shall and on such terms as the Board of Managers unanimously determines to be paid to a Member that isappropriate in its discretion. Notwithstanding the foregoing, or has been, a Defaulting Member in connection with any costs associated with the Stage 1 Trial Program at any time during such ninety (90) day period. after the Effective Date, upon request from SHC, Cadiz shall fund Capital Contributions which have been returned on SHC's behalf in the form of one or more loans to Members also may be recalled SHC (each, a "Stage 1 Loan"). If SHC requests that Cadiz fund any Stage 1 Loan, it shall bear interest at a rate of eight percent (8%) per annum and prior to any Distributions to the extent provided by Section 5.3(a)Members or the repayment of any Preferred Loans, Cadiz shall receive Distributions of Distributable Cash in an amount equal to such Stage 1 Loan plus any accrued interest thereon.

Capital Commitments; Capital Contributions. (a) Each Member’s Capital Commitment shall be set forth on Schedule D and on the Member List. Each Member’s 's initial Capital Contributions shall be set forth on Schedule C. In exchange for each Member’s 's Capital Commitment, each Member has received an interest in the Company, including such Member’s interest in the capital, income, gains, losses, deductions and 12 expenses of the Company, the right to designate, appoint, remove and replace Board Members and their respective successors and the right to vote, if any, on certain Company matters, in each instance in accordance with and subject to the terms and conditions of this Agreement. There will only be one class of interests in respect of and issued by the Company. Each Member’s Capital Contribution shall be subject to Board Approval and shall be made from time to time upon no less than three five (35) Business Days prior notice from the Administrative Agent (or any other Person with the power and authority to call the Capital Commitments) specifying (i) the amount then to be paid, (ii) the intended use of such funds (including for the making or purchasing interests in Investments on behalf of the Company, any Subsidiary or Alternative Investment Vehicle, payment of Expenses, and payment of indemnification and/or other obligations), and (iii) the due date for the related Capital Contribution (each, a “Capital Call Notice”); provided that, except in the case of a Member’s repayment of the amount of any Temporary Advance pursuant to Section 3.2, the Board shall not authorize any Capital Contribution from a Member unless a related capital call is made on all other Members, pro rata, based upon their respective Capital Commitments; provided further that to the extent that the intended use of any such capital call is to avoid an adverse consequence under the Credit Loan and Security Agreement, the Capital Contributions with respect to such capital call shall not exceed 10% of the Advances Outstanding (as such term is defined in the Credit Loan and Security Agreement) as of the date of such capital call. Each Capital Contribution shall be payable in cash in U.S. dollars or, with Board Approval, in in-kind contributions of Investments or other assets at a value and pursuant to transfer documentation approved by the Board. For the avoidance of doubt, for purposes of calculating the unpaid balances of the Capital Commitments, in-kind contributions will carry the value approved by the Board at the time the contribution is made. Except in the case of a Member’s repayment of the amount of any Temporary Advance pursuant to Section 3.2, Capital Contributions shall be made by all Members pro rata based on their respective Capital Commitments. . (b) Capital Contributions made in cash which are not used for their intended purpose or for any other purpose permitted by the terms of this Agreement shall be returned to the Members within ninety (90) days in the same proportion in which made, in which case such amounts shall be added back to the unfunded Capital Commitments of the Members and may be recalled by the Company as set forth in this Article 3; provided, however, that no such amount shall be paid to a Member that is, or has been, a Defaulting Member at any time during such ninety (90) day period. Capital Contributions which have been returned to Members also may be recalled to the extent provided by Section 5.3(a). (c) The Members shall under no circumstance be obligated to make Capital Contributions to the Company in excess of their respective Capital Commitments. (d) During the Investment Period, the Company may request Capital Contributions to fund the purchase of Investments and to pay Expenses. After the end of the Investment Period, the Members shall be released from any further obligations to make Capital Contributions with respect

Capital Commitments; Capital Contributions. (a) Each Member’s Capital Commitment shall be set forth on Schedule D C and on the Member List. Each Member’s initial Capital Contributions shall be set forth on Schedule C. In exchange for each Member’s Capital Commitment, each Member has received an interest in the Company, including such Member’s interest in the capital, income, gains, losses, deductions and 12 expenses of the Company, the right to designate, appoint, remove and replace Board Members and their respective successors and the right to vote, if any, on certain Company matters, in each instance in accordance with and subject to the terms and conditions of this Agreement. There will only be one class of interests in respect of and issued by the Company. Each Member’s Capital Contribution shall be subject to Board Approval and shall be made from time to time upon no less than within three (3) Business Days prior after notice from the Administrative Agent (or any other Person with the power and authority to call the Capital Commitments) specifying (i) the amount then to be paid, (ii) the intended use of or such funds (including for the making or purchasing interests later date as specified in Investments on behalf of the Companysuch notice; provided, any Subsidiary or Alternative Investment Vehicle, payment of Expenses, and payment of indemnification and/or other obligations), and (iii) the due date for the related Capital Contribution (each, a “Capital Call Notice”); provided that, the Board shall not authorize any Capital Contribution from a Member unless a related capital call is made on all other Members, pro rata, based upon their respective Capital Commitments; provided further that to the extent that the intended use of any such capital call is amount to avoid an adverse consequence under the Credit and Security Agreement, the Capital Contributions with respect be used for a purpose requiring Prior Board Approval or Board Approval shall be subject to such capital call shall not exceed 10% of the Advances Outstanding (Prior Board Approval or Board Approval, as such term is defined in the Credit and Security Agreement) as of the date of such capital callapplicable. Each Capital Contribution shall be payable in cash in U.S. dollars or, with Board Approval, in in-kind contributions of Investments or other assets at a value and pursuant to transfer documentation approved by the Board. For the avoidance of doubt, for purposes of calculating the unpaid balances of the Capital Commitments, in-kind contributions will carry the value approved by the Board at the time the contribution is made. Capital Contributions shall be made by all Members pro rata based on their respective Capital Commitments. . (b) Capital Contributions made in cash which are not used for their intended purpose or for purpose, other than any other purpose permitted by the terms of this Agreement Required Margin Reserve Amounts, shall be returned to the Members within ninety (90) days in the same proportion in which made, in which case such amounts shall be added back to the unfunded Capital Commitments of the Members and may be recalled by the Company as set forth in this Article 3; provided, however, that no such amount shall be paid to a Member that is, or has been, a Defaulting Member at any time during such ninety (90) day period. Capital Contributions which have been returned to Members also may be recalled to the extent provided by Section 5.3(a5.4(a). (c) With Prior Board Approval and on such terms as may be agreed among the Members from time to time, a Member, in lieu of making a Capital Contribution to the Company in accordance with Section 3.1(a), may make a loan to the Company with a principal amount equal to the amount of such Capital Contribution (such loan, a “Member Loan”). Such Member Loan shall be subordinate to any TRS or Facility and, if necessary, shall be approved by each TRS counterparty and Facility lender, as applicable. Such Member’s Capital Commitment generally shall be reduced by the principal amount of such Member Loan. The Company and such Member shall execute appropriate agreements documenting each Member Loan. (d) In accordance with Section 3.1, upon notice from the Administrative Agent, each Member shall be required to contribute to the Company, on a pro rata basis, an amount in cash, as set forth in such notice, equal to the minimum initial margin required under the terms of any TRS in respect of each reference obligation added thereto, plus, as further set forth in such notice from the Administrative Agent, an additional amount in cash equal to 5% of the notional amount of each such reference obligation (such additional amount, the “Required Margin Reserve Amount”). The Company shall hold the Required Margin Reserve Amount in one or more of its custodial accounts as a reserve against margin calls under a TRS or to otherwise fund or replenish a collateral account related thereto. To the extent that the Company uses any portion of such reserve to meet margin calls or similar collateral transfers under a TRS, the Administrative Agent shall automatically notify each Member to make such additional Capital Contributions, in accordance with Section 3.1, in such amounts as necessary so that the balance of such reserve account, with respect to each such Member, equals the Required Margin Reserve Amount. To the extent that the Company receives any excess margin or similar amounts of collateral returned under a TRS, such amounts shall be distributed to the Members pursuant to Section 5.1(a). Such amounts shall be added back to the unfunded Capital Commitments of the Members and may be recalled by the Company as set forth in this Article 3 and to the extent provided by Section 5.4(a). (e) The Members shall under no circumstance be obligated to make Capital Contributions to the Company in excess of their respective Capital Commitments.

Capital Commitments; Capital Contributions. (a) Each Member’s Capital Commitment shall be set forth on Schedule D and on the Member List. Each Member’s initial Capital Contributions shall be set forth on Schedule C. In exchange for each Member’s Capital Commitment, each Member has received an interest in the Company, including such Member’s interest in the capital, income, gains, losses, deductions and 12 expenses of the Company, the right to designate, appoint, remove and replace Board Members and their respective successors and the right to vote, if any, on certain Company matters, in each instance in accordance with and subject to the terms and conditions of this Agreement. There will only be one class of interests in respect of and issued by the Company. Each Member’s Capital Contribution shall be subject to Board Approval and shall be made from time to time upon no less than three (3) Business Days prior notice from the Administrative Agent (or any other Person with the power and authority to call the Capital Commitments) specifying (i) the amount then to be paid, (ii) the intended use of such funds (including for the making or purchasing interests in Investments on behalf of the Company, any Subsidiary or Alternative Investment Vehicle, payment of Expenses, and payment of indemnification and/or other obligations), and (iii) the due date for the related Capital Contribution (each, a “Capital Call Notice”); provided that, the Board shall not authorize any Capital Contribution from a Member unless a related capital call is made on all other Members, pro rata, based upon their respective Capital Commitments; provided further that to the extent that the intended use of any such capital call is to avoid an adverse consequence under the Credit and Security Agreement, the Capital Contributions with respect to such capital call shall not exceed 10% of the Advances Outstanding (as such term is defined in the Credit and Security Agreement) as of the date of such capital call. Each Capital Contribution shall be payable in cash in U.S. dollars or, with Board Approval, in in-kind contributions of Investments or other assets at a value and pursuant to transfer documentation approved by the Board. For the avoidance of doubt, for purposes of calculating the unpaid balances of the Capital Commitments, in-kind contributions will carry the value approved by the Board at the time the contribution is made. Capital Contributions shall be made by all Members pro rata based on their respective Capital Commitments. . (b) Capital Contributions made in cash which are not used for their intended purpose or for any other purpose permitted by the terms of this Agreement shall be returned to the Members within ninety (90) days in the same proportion in which made, in which case such amounts shall be added back to the unfunded Capital Commitments of the Members and may be recalled by the Company as set forth in this Article 3; provided, however, that no such amount shall be paid to a Member that is, or has been, a Defaulting Member at any time during such ninety (90) day period. Capital Contributions which have been returned to Members also may be recalled to the extent provided by Section 5.3(a). (c) The Members shall under no circumstance be obligated to make Capital Contributions to the Company in excess of their respective Capital Commitments. (d) During the Investment Period, the Company may request Capital Contributions to fund the purchase of Investments and, to the extent that Expenses are not reimbursed by the obligor of an Investment made by the Company, to pay Expenses. After the end of the Investment Period, the Members shall be released from any further obligations to make Capital Contributions with respect to their Capital Commitments, except to (i) fund a pending Capital Call Notice; (ii) fund an Investment that the Company has committed to prior to the termination of the Investment Period; (iii) fund an Investment under active consideration pursuant to a memorandum of understanding or letter of intent, whether or not binding, by the Company prior to the end of the Investment Period; and (iv) take any actions in clauses (ii) , (iii), (v) and (vi) of Valid Company Purposes.