Common use of Dilution for Failure to Fund Capital Calls Clause in Contracts

Dilution for Failure to Fund Capital Calls. (a) If any Partner shall fail to make a capital contribution required pursuant to an Additional Capital Call in the amount and within the time periods specified therein (such Partner is hereinafter referred to as a "Non-Contributing Partner"), the Administering General Partner (or, if the Administering General Partner is the Non-Contributing Partner, WHGP or Blackstone GP) shall give notice of such failure to all other Investor Group Partners and the amount of the capital contribution not funded by the Non-Contributing Partner (such amount is hereinafter referred to as the "Failed Contribution") and, within twenty (20) business days after receiving notice of such failure, any Investor Group Partner or Investor Group Partners that is or are not in default with respect to the Failed Contribution or any contribution required to be made in connection with such Additional Capital Call may fund all or part of such Failed Contribution (each such funding Partner is hereinafter referred to as a "Contributing Partner"). If more than one Partner desires to be a Contributing Partner, each such Partner shall have the right to fund a portion of such Failed Contribution (the "Funded Portion") PRO RATA in proportion to the relative Partnership Percentage Interests of such Contributing Partners. At any time after funding all or part of a Failed Contribution, the Partnership Percentage Interest of each such Contributing Partner(s) shall be increased to the percentage (rounded up to the nearest one hundredth of one percent) equal to the sum of (i) such Contributing Partner's Partnership Percentage Interest immediately prior to giving effect to the Capital Contributions pursuant to such Additional Capital Call plus (ii) the percentage equal to the quotient of (x) the sum of (A) the amount funded by such Contributing Partner pursuant to such Additional Capital Call (other than the Funded Portion ) plus (B) the product of 2.0 (200%) times the Funded Portion funded by such Contributing Partner divided by (y) the sum of all Partners' (other than the Class A Preferred Limited Partners) Capital Contributions after giving effect to the Capital Contributions funded pursuant to such Additional Capital Call (including the Funded Portions). The Partnership Percentage Interest of the NonContributing Partner shall be decreased by the aggregate amount of the increase in the Partnership Percentage Interests of all Contributing Partners as a result of the failure of the Non-Contributing Partner to fund the capital calls in question. Notwithstanding the foregoing, the words "1.0 (100%)" shall replace the words "2.0 (200%)" for determining the applicable dilution for a Non-Contributing Partner in respect of any Additional Capital Call made pursuant to clause (a) of Section 6.2, to the extent, but only to the extent, that Berkshire's share of such Additional Capital Contribution is in excess of $10,000,000. (b) In the event that the Partnership Percentage Interest of a Non-Contributing Partner or of a Contributing Partner is adjusted pursuant to the foregoing provisions of this Section 6.3, the Class C Percentage Interest or other Percentage Interest relating to a class of Partnership Units of such Contributing Partner or Non-Contributing Partner and the number of Partnership Units of each class held by such Non-Contributing Partner shall likewise be adjusted, using the same dilution factors as are used in determining the adjustment to the Partnership Percentage Interests (it being understood and agreed that such adjustments will result in an adjustment to the Partnership Percentage Interest of the Non-Contributing and Contributing Partner and to the Class C Percentage Interest (or such other applicable Percentage Interest) and to the number of Partnership Units of each class held by the Contributing Partner and the Non-Contributing Partner). (c) In the event one or more of the Investor Group Partners fund an Additional Capital Call, the Limited Partners other than the Investor Group Partners shall not be required or entitled to fund any portion of such Additional Capital Call and the Partnership Percentage Interest of such Limited Partners (and of the Investor Group Partners) shall be adjusted as provided in clause (a) of this Section 6.3; PROVIDED, HOWEVER, that the words "1.0 (100%)" shall replace the words "2.0 (200%)" for purposes of all such calculations. (d) Notwithstanding anything contained herein to the contrary, the Class A Preferred Limited Partners, Class B Limited Partners and Class E Limited Partners shall have no obligation to contribute any additional capital to the Partnership and the Partnership Percentage Interest of the Class A Preferred Limited Partners , Class B Limited Partners and Class E Limited Partners (which shall at all times be zero (0%)), shall not be diluted by operation of this Section 6.3.

Dilution for Failure to Fund Capital Calls. (a) If any Partner shall fail to make a capital contribution required pursuant to an Additional Capital Call in the amount and within the time periods specified therein (such Partner is hereinafter referred to as a "Non-Contributing Partner"), the Administering General Partner (or, if the Administering General Partner is the Non-Contributing Partner, WHGP or Blackstone GP) shall give notice of such failure to all other Investor Group Partners and the amount of the capital contribution not funded by the Non-Contributing Partner (such amount is hereinafter referred to as the "Failed Contribution") and, within twenty (20) business days after receiving notice of such failure, any Investor Group Partner or Investor Group Partners that is or are not in default with respect to the Failed Contribution or any contribution required to be made in connection with such Additional Capital Call may fund all or part of such Failed Contribution (each such funding Partner is hereinafter referred to as a "Contributing Partner"). If more than one Partner desires to be a Contributing Partner, each such Partner shall have the right to fund a portion of such Failed Contribution (the "Funded Portion") PRO RATA pro rata in proportion to the relative Partnership Percentage Interests of such Contributing Partners. At any time after funding all or part of a Failed Contribution, the Partnership Percentage Interest of each such Contributing Partner(s) shall be increased to the percentage (rounded up to the nearest one hundredth of one percent) equal to the sum of (i) such Contributing Partner's Partnership Percentage Interest immediately prior to giving effect to the Capital Contributions pursuant to such Additional Capital Call plus (ii) the percentage equal to the quotient of (x) the sum of (A) the amount funded by such Contributing Partner pursuant to such Additional Capital Call (other than the Funded Portion ) plus (B) the product of 2.0 (200%) times the Funded Portion funded by such Contributing Partner divided by (y) the sum of all Partners' (other than the Class A Preferred Limited Partners) Capital Contributions after giving effect to the Capital Contributions funded pursuant to such Additional Capital Call (including the Funded Portions). The Partnership Percentage Interest of the NonContributing Non-Contributing Partner shall be decreased by the aggregate amount of the increase in the Partnership Percentage Interests of all Contributing Partners as a result of the failure of the Non-Contributing Partner to fund the capital calls in question. Notwithstanding the foregoing, the words "1.0 (100%)" shall replace the words "2.0 (200%)" for determining the applicable dilution for a Non-Contributing Partner in respect of any Additional Capital Call made pursuant to clause (a) of Section 6.2, to the extent, but only to the extent, that Berkshire's share of such Additional Capital Contribution is in excess of $10,000,000. (b) In the event that the Partnership Percentage Interest of a Non-Contributing Partner or of a Contributing Partner is adjusted pursuant to the foregoing provisions of this Section 6.3, the Class C Percentage Interest or other Percentage Interest relating to a class of Partnership Units of such Contributing Partner or Non-Contributing Partner and the number of Partnership Units of each class held by such Non-Contributing Partner shall likewise be adjusted, using the same dilution factors as are used in determining the adjustment to the Partnership Percentage Interests (it being understood and agreed that such adjustments will result in an adjustment to the Partnership Percentage Interest of the Non-Contributing and Contributing Partner and to the Class C Percentage Interest (or such other applicable Percentage Interest) and to the number of Partnership Units of each class held by the Contributing Partner and the Non-Contributing Partner). (c) In the event one or more of the Investor Group Partners fund an Additional Capital Call, the Limited Partners other than the Investor Group Partners shall not be required or entitled to fund any portion of such Additional Capital Call and the Partnership Percentage Interest of such Limited Partners (and of the Investor Group Partners) shall be adjusted as provided in clause (a) of this Section 6.3; PROVIDEDprovided, HOWEVERhowever, that the words "1.0 (100%)" shall replace the words "2.0 (200%)" for purposes of all such calculations. (d) Notwithstanding anything contained herein to the contrary, the Class A Preferred Limited Partners, Class B Limited Partners and Class E Limited Partners shall have no obligation to contribute any additional capital to the Partnership and the Partnership Percentage Interest of the Class A Preferred Limited Partners , Class B Limited Partners and Class E Limited Partners (which shall at all times be zero (0%)), shall not be diluted by operation of this Section 6.3.

Dilution for Failure to Fund Capital Calls. (a) If any Partner shall fail to make a capital contribution required pursuant to an Additional Capital Call in the amount and within the time periods specified therein (such Partner is hereinafter referred to as a "Non-Contributing Partner"), the Administering General Partner (or, if the Administering General Partner is the Non-Contributing Partner, WHGP or Blackstone GP) shall give notice of such failure to all other Investor Group Partners and the amount of the capital contribution not funded by the Non-Non- Contributing Partner (such amount is hereinafter referred to as the "Failed Contribution") and, within twenty (20) business days after receiving notice of such failure, any Investor Group Partner or Investor Group Partners that is or are not in default with respect to the Failed Contribution or any contribution required to be made in connection with such Additional Capital Call may fund all or part of such Failed Contribution (each such funding Partner is hereinafter referred to as a "Contributing Partner"). If more than one Partner desires to be a Contributing Partner, each such Partner shall have the right to fund a portion of such Failed Contribution (the "Funded Portion") PRO RATA pro rata in proportion to the relative Partnership Percentage Interests of such Contributing Partners. At any time after funding all or part of a Failed Contribution, the Partnership Percentage Interest of each such Contributing Partner(s) shall be increased to the percentage (rounded up to the nearest one hundredth of one percent) equal to the sum of (i) such Contributing Partner's Partnership Percentage Interest immediately prior to giving effect to the Capital Contributions pursuant to such Additional Capital Call plus (ii) the percentage equal to the quotient of (x) the sum of (A) the amount funded by such Contributing Partner pursuant to such Additional Capital Call (other than the Funded Portion Portion) plus (B) the product of 2.0 (200%) times the Funded Portion funded by such Contributing Partner divided by (y) the sum of all Partners' (other than the Class A Preferred Limited Partners) Capital Contributions after giving effect to the Capital Contributions funded pursuant to such Additional Capital Call (including the Funded Portions). The Partnership Percentage Interest of the NonContributing Non-Contributing Partner shall be decreased by the aggregate amount of the increase in the Partnership Percentage Interests of all Contributing Partners as a result of the failure of the Non-Contributing Partner to fund the capital calls in question. Notwithstanding the foregoing, the words "1.0 (100%)" shall replace the words "2.0 (200%)" for determining the applicable dilution for a Non-Non- Contributing Partner in respect of any Additional Capital Call made pursuant to clause (a) of Section 6.2, to the extent, but only to the extent, that Berkshire's share of such Additional Capital Contribution is in excess of $10,000,000. (b) In the event that the Partnership Percentage Interest of a Non-Contributing Partner or of a Contributing Partner is adjusted pursuant to the foregoing provisions of this Section 6.3, the Class C Percentage Interest or other Percentage Interest relating to a class of Partnership Units of such Contributing Partner or Non-Contributing Partner and the number of Partnership Units of each class held by such Non-Contributing Partner shall likewise be adjusted, using the same dilution factors as are used in determining the adjustment to the Partnership Percentage Interests (it being understood and agreed that such adjustments will result in an adjustment to the Partnership Percentage Interest of the Non-Contributing and Contributing Partner and to the Class C Percentage Interest (or such other applicable Percentage Interest) and to the number of Partnership Units of each class held by the Contributing Partner and the Non-Contributing Partner). (c) In the event one or more of the Investor Group Partners fund an Additional Capital Call, the Limited Partners other than the Investor Group Partners shall not be required or entitled to fund any portion of such Additional Capital Call and the Partnership Percentage Interest of such Limited Partners (and of the Investor Group Partners) shall be adjusted as provided in clause (a) of this Section 6.3; PROVIDEDprovided, HOWEVERhowever, that the words "1.0 (100%)" shall replace the words "2.0 (200%)" for purposes of all such calculations. (d) Notwithstanding anything contained herein to the contrary, the Class A Preferred Limited Partners, Class B Limited Partners and Class E Limited Partners shall have no obligation to contribute any additional capital to the Partnership and the Partnership Percentage Interest of the Class A Preferred Limited Partners , Class B Limited Partners and Class E Limited Partners (which shall at all times be zero (0%)), shall not be diluted by operation of this Section 6.3.

Dilution for Failure to Fund Capital Calls. (a) If any Partner shall fail to make a capital contribution required pursuant to an Additional Capital Call in the amount and within the time periods specified therein (such Partner is hereinafter referred to as a "NonNON-Contributing PartnerCONTRIBUTING PARTNER"), the Administering General Partner (or, if the Administering General Partner is the Non-Contributing Partner, WHGP or Blackstone GP) shall give notice of such failure to all other Investor Group Partners and the amount of the capital contribution not funded by the Non-Contributing Partner (such amount is hereinafter referred to as the "Failed ContributionFAILED CONTRIBUTION") and, within twenty (20) business days after receiving notice of such failure, any Investor Group Partner or Investor Group Partners that is or are not in default with respect to the Failed Contribution or any contribution required to be made in connection with such Additional Capital Call may fund all or part of such Failed Contribution (each such funding Partner is hereinafter referred to as a "Contributing PartnerCONTRIBUTING PARTNER"). If more than one Partner desires to be a Contributing Partner, each such Partner shall have the right to fund a portion of such Failed Contribution (the "Funded PortionFUNDED PORTION") PRO RATA in proportion to the relative Partnership Percentage Interests of such Contributing Partners. At any time after funding all or part of a Failed Contribution, the Partnership Percentage Interest of each such Contributing Partner(s) shall be increased to the percentage (rounded up to the nearest one hundredth of one percent) equal to the sum of (i) such Contributing Partner's Partnership Percentage Interest immediately prior to giving effect to the Capital Contributions pursuant to such Additional Capital Call plus PLUS (ii) the percentage equal to the quotient of (x) the sum of (A) the amount funded by such Contributing Partner pursuant to such Additional Capital Call (other than the Funded Portion ) plus (B) the product of 2.0 (200%) times the Funded Portion funded by such Contributing Partner divided by (y) the sum of all Partners' (other than the Class A Preferred Limited Partners) Capital Contributions after giving effect to the Capital Contributions funded pursuant to such Additional Capital Call (including the Funded Portions). The Partnership Percentage Interest of the NonContributing Partner shall be decreased by the aggregate amount of the increase in the Partnership Percentage Interests of all Contributing Partners as a result of the failure of the Non-Contributing Partner to fund the capital calls in question. Notwithstanding the foregoing, the words "1.0 (100%)" shall replace the words "2.0 (200%)" for determining the applicable dilution for a Non-Contributing Partner in respect of any Additional Capital Call made pursuant to clause (a) of Section 6.2, to the extent, but only to the extent, that Berkshire's share of such Additional Capital Contribution is in excess of $10,000,000. (b) In the event that the Partnership Percentage Interest of a Non-Contributing Partner or of a Contributing Partner is adjusted pursuant to the foregoing provisions of this Section 6.3, the Class C Percentage Interest or other Percentage Interest relating to a class of Partnership Units of such Contributing Partner or Non-Contributing Partner and the number of Partnership Units of each class held by such Non-Contributing Partner shall likewise be adjusted, using the same dilution factors as are used in determining the adjustment to the Partnership Percentage Interests (it being understood and agreed that such adjustments will result in an adjustment to the Partnership Percentage Interest of the Non-Contributing and Contributing Partner and to the Class C Percentage Interest (or such other applicable Percentage Interest) and to the number of Partnership Units of each class held by the Contributing Partner and the Non-Contributing Partner). (c) In the event one or more of the Investor Group Partners fund an Additional Capital Call, the Limited Partners other than the Investor Group Partners shall not be required or entitled to fund any portion of such Additional Capital Call and the Partnership Percentage Interest of such Limited Partners (and of the Investor Group Partners) shall be adjusted as provided in clause (a) of this Section 6.3; PROVIDED, HOWEVER, that the words "1.0 (100%)" shall replace the words "2.0 (200%)" for purposes of all such calculations. (d) Notwithstanding anything contained herein to the contrary, the Class A Preferred Limited Partners, Class B Limited Partners and Class E Limited Partners shall have no obligation to contribute any additional capital to the Partnership and the Partnership Percentage Interest of the Class A Preferred Limited Partners , Class B Limited Partners and Class E Limited Partners (which shall at all times be zero (0%)), shall not be diluted by operation of this Section 6.3.