Common use of Capital Contributions for Purchase of Eligible Containers Clause in Contracts

Capital Contributions for Purchase of Eligible Containers. (a) The Company may purchase marine cargo containers pursuant to that certain Container Purchase Agreement, dated December 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Container Purchase Agreement”), between Textainer Group Holdings Limited, an exempted company with limited liability incorporated and existing under the laws of Bermuda (“TGH”), and the Company, or otherwise (each such purchase, an “Investment Opportunity”). Investment Opportunities may be funded from available cash and/or from the proceeds of Capital Contributions by the Members, subject to this Section 3.2. (b) In the case of any Investment Opportunities to be funded with the proceeds of Capital Contributions, such Capital Contributions shall be made pro rata in accordance with each Member’s Percentage Interest of the aggregate purchase price to be paid with the proceeds of Capital Contributions (such Member’s “Additional Contribution Amount”); provided that no Member shall be required to make any Capital Contribution in order to fund any Investment Opportunity. Notwithstanding the foregoing, no Member shall have the right or obligation to make its additional Capital Contribution with respect to an Investment Opportunity if any other Member fails to contribute all or any portion of its Additional Contribution Amount for such Investment Opportunity. (c) No Member’s additional Capital Contribution shall become the property of the Company unless and until each other Member shall have contributed its own Additional Contribution Amount. Notwithstanding any contrary provision of this Agreement or the Company’s Bye-Laws, in the event that any Member shall fail to contribute all or any portion of its Additional Contribution Amount for any Investment Opportunity as and when required, then the other Member shall withdraw or otherwise be immediately repaid the additional Capital Contribution made by such Member for the subject Investment Opportunity and shall have no further right or obligation as a Member to make any Capital Contributions to fund the purchase of the Containers comprising such Investment Opportunity.

Capital Contributions for Purchase of Eligible Containers. (a) The Company may purchase marine cargo containers pursuant Pursuant to that certain Container Purchase Agreementoffer letter from Manager to the Company dated effective as of the Restatement Effective Date (“Offer Letter”), dated December 20, 2012 (as amended, restated, supplemented or otherwise modified the Manager has agreed to offer from time to timetime to the Company, for purchase through Textainer or its designee, for the period commencing on the Restatement Effective Date and ending on earlier of the Commitment Expiration Date or the date of termination under Section 2.2(d)(iv) (the “Purchase Opportunity Period”), purchase opportunities (the “Purchase Opportunities”) for New Containers representing fifty percent (50%) of the aggregate amount of New Container purchases to be made by the Manager for its own account or for the account of its Affiliates or other Persons (in the case of each such transaction, the “Container Purchase AgreementOpportunity Containers”)) during the Purchase Opportunity Period (in each case, between Textainer Group Holdings Limited, an exempted company with limited liability incorporated and existing under the laws of Bermuda (“TGH”), and the Company, or otherwise (each such purchase, an “Investment Opportunity”). Investment Opportunities may be funded from available cash and/or from the proceeds All opportunities relating to purchases of Capital Contributions New Containers by the Manager in any period following the meeting of the Manager’s Equipment Investment Committee (or equivalent committee) at which purchases of new Containers by the Manager were last considered shall be aggregated into a single Investment Opportunity for these purposes as determined in the reasonable judgment of the Company. Those Containers which are not Purchase Opportunity Containers hereunder are sometimes referred to herein as the “Surplus Containers” and the Class A Members shall have no rights of contribution or purchase under this Section 2.2 with respect to such Containers; provided, however, that the Manager may, with the consent of both Class A Members, subject increase the number of containers with respect to this Section 3.2.which a Purchase Opportunity is presented to include any or all of any Surplus Containers for such period (b) In Subject to the case satisfaction of the conditions precedent set forth in Section 2.2(c) and subject to the withdrawal and termination provisions set forth in Section 2.2(d), on or before the third (3rd) Business Day prior to the date on which the Manager shall specify to the Company that funds shall be required to fund the Investment Opportunity, each Class A Member shall, on a several basis, make an additional Capital Contribution to the Company for such Investment Opportunity in an amount equal to the product of: (i) (x) such Class A Member’s Sharing Ratio, and (ii) (y) an amount equal to the sum of (A) the aggregate Agreed Values of the Purchase Opportunity Containers to be acquired by the Company in such Investment Opportunity, plus (B) total Acquisition Fees and Fortis Acquisition Fees payable with respect to the acquisition of such Containers, plus (C) the Agreed Values of any Investment Opportunities Surplus Containers that the Class A Members shall have agreed be included in the Purchase Opportunity pursuant to (a) above and any additional Acquisition Fees and Fortis Acquisition Fees payable with respect to the acquisition of such Containers less (D) the principal amount of any debt incurred by the Company in order to fund the acquisition of such Containers, less (E) the amount of any Available Cash allocable to such Class A Member to be funded used by such Class A Member to fund the acquisition of such Containers (with such sum for each Investment Opportunity being referred to as the “Total Contribution Amount” and with the proceeds product of Capital Contributions, such Capital Contributions shall be made pro rata in accordance with (x) and (y) for each Member’s Percentage Interest of the aggregate purchase price Class A Member being referred to be paid with the proceeds of Capital Contributions (such Member’s as its “Additional Contribution Amount”), for the purpose of funding in whole or in part the acquisition by the Company of the Purchase Opportunity Containers comprising such Investment Opportunity; provided however that (i) in no event shall the aggregate Additional Contribution Amounts of any Class A Member for all Investment Opportunities hereunder exceed the total amount of such Class A Member’s Aggregate Commitment set forth on Exhibit B hereto; (ii) the Additional Contribution Amount for such Investment Opportunity shall be required a minimum of Twenty Thousand Dollars ($20,000) or the balance of the then unused amount of the Aggregate Commitment of such Class A Member, whichever is less, and (iii) such additional Capital Contributions shall not be used for the purchase of Class B Containers or assets related to make any Capital Contribution in order to fund any Investment Opportunity. Class B Containers. (c) Notwithstanding the foregoing, no Class A Member shall have the right or obligation to make its additional Capital Contribution with respect to an Investment Opportunity: (i) If the conditions precedent set forth in Section 6.1 have not been satisfied or waived with respect to such Capital Contribution; (ii) If either the Commitment Expiration Date shall have occurred or the Purchase Opportunity if Period shall be earlier terminated under Section 2.2(d)(iv); (iii) To the extent such additional Capital Contribution would be in an amount in excess of the Class A Member’s Additional Contribution Amount for such Investment Opportunity; or (iv) If any other Class A Member fails to contribute all or any portion of its Additional Contribution Amount for such Investment OpportunityOpportunity by the required Contribution Date or if the Additional Contribution Amount for such other Class A Member exceeds its Aggregated Commitment. (cd) No Additional Capital Contributions of each Class A Member under this Section 2.2 shall be made in accordance with the procedures set forth in this Section and in Section 2.4(a), and no Class A Member’s additional Capital Contribution shall become the property of the Company or be added to such Class A Member’s Unrecovered Contribution Account unless and until each other Class A Member shall have contributed its own respective Additional Contribution Amount. Notwithstanding any contrary provision of this Agreement or the Company’s Bye-Laws, in the event that any Class A Member shall fail to contribute all or any portion of its Additional Contribution Amount for any Investment Opportunity as and when requiredrequired hereunder (the “Breaching Class A Member”), then the following terms shall be applicable: (i) The other Member Class A Members shall withdraw or otherwise be immediately repaid the additional Capital Contribution made by such Member other Class A Members for the subject Investment Opportunity and shall have no further right or obligation as a Member Class A Members to make any Capital Contributions to fund the purchase of the Purchase Opportunity Containers comprising such Investment Opportunity; (ii) The other Class A Members shall have no other rights or remedies at law and/or in equity with respect to such failure of the Breaching Class A Member to make the required contribution for the subject Investment Opportunity; (iii) The Company also shall have no rights or remedies at law and/or in equity for such failure of the Breaching Class A Member to contribute its Additional Contribution Amount for the subject Investment Opportunity; and (iv) In the further event that FBT shall be the Breaching Class A Member for an Investment Opportunity more than once in any twelve (12) month period, then in addition to the foregoing (x) the Purchase Opportunity Period and (y) any and all rights of each and all of the Class A Members to contribute additional Capital Contributions to fund the purchase of Purchase Opportunity Containers hereunder shall immediately and irrevocably terminate for all purposes hereunder. (e) All additional Containers purchased by the Company pursuant to this Section 2.2 shall be part of the “Class A Containers”.

Capital Contributions for Purchase of Eligible Containers. (a) The Company may purchase marine cargo containers pursuant to that certain Container Purchase AgreementMembers shall, dated December 20, 2012 (as amended, restated, supplemented or otherwise modified from time to timetime after the Closing Date on a several basis, the “Container Purchase Agreement”), between Textainer Group Holdings Limited, an exempted company with limited liability incorporated and existing under the laws of Bermuda (“TGH”), and the Company, or otherwise (each such purchase, an “Investment Opportunity”). Investment Opportunities may be funded from available cash and/or from the proceeds of make additional Capital Contributions by way of contributed surplus, in proportion to their respective Sharing Ratios, to the MembersCompany as provided herein, subject to this Section 3.2. (b) In but in no event shall the case aggregate amount of any Investment Opportunities to be funded with the proceeds of Capital Contributions, such Member’s Capital Contributions shall be made pro rata in accordance with each Member’s Percentage Interest exceed the amount of the aggregate purchase price to be paid with the proceeds of Capital Contributions (such Member’s “Additional Contribution Amount”); provided Commitment set forth on Exhibit C hereto, and provided, further, that no Member shall be required to make any an additional Capital Contribution in order to fund any Investment Opportunity. Notwithstanding unless the foregoing, no other Member shall have the right or obligation to make its made an additional Capital Contribution with respect of equal amount. The actual amount of funds contributed by each Member will be determined pursuant to the applicable procedures set forth in this Section 2.2. (b) No Member shall make an Investment Opportunity if additional Capital Contribution on any date if: (i) the conditions set forth in Section 6.2 (relating to conditions precedent) have not been satisfied; (ii) such additional Capital Contribution is to be made after the Commitment Expiration Date; (iii) such additional Capital Contribution exceeds an amount equal to the excess of (1) the product of (x) such Member’s Sharing Ratio and (y) the sum of (i) the aggregate Agreed Values of the Eligible Containers to be acquired by the Company on such date and (ii) total Acquisition Fees and Structuring/Arrangement Fees payable on such date (the product of (x) and (y) being referred to as the “Additional Contribution Amount”) over (2) any associated debt utilized to fund the acquisition of such Containers; or (iv) any other Member fails to contribute all or any portion of its Additional Contribution Amount for on such Investment Opportunitydate. (c) No The additional Capital Contributions of each Member under this Section 2.2 shall be made in accordance with the procedures set forth in this Article II, and no Member’s additional Capital Contribution shall become the property of the Company or be added to such Member’s Unrecovered Contribution Account unless and until each the other Member shall have contributed its own Additional Contribution Amountmade an equal Capital Contribution. Notwithstanding any contrary provision of this Agreement or Until such time as the Company’s Bye-Laws, in the event that any Member shall fail to contribute other Member(s) contributes all or any portion of its such Member’s Additional Contribution Amount for any Investment Opportunity as and when required, provided in this Section 2.2 then the moneys advanced shall be held in trust by the Company for the Member making such advance, and no other Member shall withdraw have any rights or otherwise remedies at law and/or in equity against any such non-performing Member. Each other Member shall be immediately repaid the additional Capital Contribution entitled to demand immediate repayment of such amounts held in trust made by such Member for the subject Investment Opportunity and shall have no further right or obligation as a Member with respect to make any Capital Contributions to fund the purchase of the Containers comprising such Investment OpportunityAdditional Contribution Amount.