Common use of Failure to Make Additional Capital Contributions Clause in Contracts

Failure to Make Additional Capital Contributions. (a) If a Partner (a “Non-Contributing Partner”) shall fail to contribute its portion of any Additional Capital Contributions called pursuant to Section 3.4, the General Partner (or if the General Partner is a Non-Contributing Partner, then any other Partner) shall promptly give notice (such notice, a “Non Contributing Partner Notice”) to each Partner that has timely contributed its portion of such Additional Capital Contribution (each such Partner, a “Contributing Partner”) of such failure and specify the amount of the Non-Contributing Partner’s unfunded Additional Capital Contributions, and each Contributing Partner may elect, by written notice of such election to the Non-Contributing Partner and the other Partners at any time within 30 days after the Non-Contributing Partner Notice in question, and provided that the failure specified in the Non-Contributing Partner Notice in question shall be continuing, any Contributing Partner may elect, by notice to the Partners, to advance to the Partnership the unfunded portion of such Additional Capital Contribution required of the Non-Contributing Partner (or its pro rata share thereof calculated on the basis of all Contributing Partners electing to fund the Non-Contributing Partner’s unfunded Additional Capital Contribution). The General Partner shall promptly inform each Partner of the amount of each electing Partner’s pro-rata share of the Non-Contributing Partner’s unfunded portion of the Additional Capital Contribution, whereupon each such electing Partner shall advance to the Partnership such pro-rata share (each such Partner so advancing being hereinafter referred to as an “Electing Partner”). Each advance by an Electing Partner to the Partnership shall be deemed to constitute a loan (a “Contribution Loan”) by each Electing Partner to the Partnership. Each such Contribution Loan (i) shall bear interest at the rate equal to the lesser of (A) fourteen percent (14%) per annum on the outstanding balance from the date made until repaid in full or (B) the highest rate permitted by law, and (ii) shall be prepayable at any time without premium or penalty.

Failure to Make Additional Capital Contributions. (a) If a any Limited ------------------------------------------------ Partner (a “Non-Contributing "Failing Partner”") shall fail or refuse to contribute its portion of make timely any Additional Capital Contributions called additional capital contribution when requested pursuant to Section 3.43.3, and such failure or refusal shall have continued for a period of ten (10) days following written demand therefor by the General Partner, then after the expiration of the ten (10) day grace period the General Partner, on behalf of the Partnership, may pursue one or more of the following remedies: (i) reduce the financial commitment of the Partnership with respect to the right being exercised; (ii) borrow the deficiency from a third party (including a Partner or its affiliate); (iii) sell additional Limited Partner interests in the Partnership on whatever terms the General Partner, in its sole discretion, deems appropriate to replace the uncontributed portion of additional capital desired by the Partnership; (iv) reallocate Partnership Interests in a manner that the General Partner thinks equitably reflects the capital contribution made by the non-Failing Partners, or (v) pursue some combination of the foregoing. By execution of this Agreement, each Partner expressly authorizes and empowers the General Partner, as his or if her attorney-in-fact, to effectuate the rights of the Partnership, and to negotiate, execute and deliver any documents necessary or appropriate to accomplish the rights of the General Partner is a Non-Contributing Partner, then any other Partner) shall promptly give notice (such notice, a “Non Contributing Partner Notice”) to each Partner that has timely contributed its portion of such Additional Capital Contribution (each such Partner, a “Contributing Partner”) of such failure and specify the amount on behalf of the NonPartnership under this Section 3.4. Such appointment of the General Partner as attorney-Contributing Partner’s unfunded Additional Capital Contributionsin-fact is an irrevocable appointment coupled with an interest and full power and authority to deal with the Partnership Interest in any manner contemplated herein. Each Partner by his or her execution of this Agreement expressly acknowledges the uniqueness of the Partnership Interest, the clear need for prompt response to all requests for additional capital contributions, and each Contributing Partner may elect, by written notice of such election to the Non-Contributing Partner reasonableness and the other Partners at any time within 30 days after the Non-Contributing Partner Notice in question, and provided that the failure specified in the Non-Contributing Partner Notice in question shall be continuing, any Contributing Partner may elect, by notice to the Partners, to advance to the Partnership the unfunded portion of such Additional Capital Contribution required equity of the Non-Contributing Partner (or its pro rata share thereof calculated on the basis of remedy selected by all Contributing Partners electing to fund the Non-Contributing Partner’s unfunded Additional Capital Contribution). The General Partner shall promptly inform each Partner of the amount of each electing Partner’s pro-rata share of the Non-Contributing Partner’s unfunded portion of the Additional Capital Contribution, whereupon each such electing Partner shall advance to the Partnership such pro-rata share (each such Partner so advancing being hereinafter referred to as an “Electing Partner”). Each advance by an Electing Partner to the Partnership shall be deemed to constitute a loan (a “Contribution Loan”) by each Electing Partner to the Partnership. Each such Contribution Loan (i) shall bear interest at the rate equal to the lesser of (A) fourteen percent (14%) per annum on the outstanding balance from the date made until repaid in full or (B) the highest rate permitted by law, and (ii) shall be prepayable at any time without premium or penaltythis Section 3.4.

Failure to Make Additional Capital Contributions. (a) If a Partner fails or elects not to make any additional capital contribution requested pursuant to Section 2.2 (a “Non-Contributing Partner”) shall fail to contribute its portion of any Additional Capital Contributions called pursuant to Section 3.4), then the General Partner shall send a notice (or if the General Partner is a “Non-Funding Notice”) to all Partners identifying the Non-Contributing Partner, then any other Partner) shall promptly give notice (and setting forth the amount of the additional capital contribution that such notice, a “Non Non-Contributing Partner Noticefailed or elected not to make (the “Non-Contributed Amount”) ). If a Non-Contributing Partner fails to each Partner make the additional capital contribution to the Partnership within five business days after the provision of a Non-Funding Notice to all Partners, then the Partners that has timely contributed its portion of such Additional Capital Contribution made their optional additional capital contributions to the Partnership (each such Partner, a the “Contributing PartnerPartners”) of such failure ), in their sole and specify absolute discretion, may elect to make additional capital contributions to the Partnership in an amount up to the Non-Contributed Amount in the place and stead of the Non-Contributing Partner’s unfunded Additional Capital Contributions, and with each Contributing Partner may elect, by written notice of such election having the right to the Non-Contributing Partner and the other Partners at any time within 30 days after the Non-Contributing Partner Notice in question, and provided that the failure specified in the Non-Contributing Partner Notice in question shall be continuing, any Contributing Partner may elect, by notice contribute up to the Partners, to advance to the Partnership the unfunded portion of such Additional Capital Contribution required of the Non-Contributing Partner (or its pro rata share thereof calculated on the basis of all Contributing Partners electing to fund the Non-Contributing Partner’s unfunded Additional Capital Contribution). The General Partner shall promptly inform each Partner of the amount of each electing Partner’s pro-rata share of the Non-Contributed Amount based on the ratio that its Back-End Percentage Interest bears to the aggregate Back-End Percentage Interests of all Contributing Partners or in such other percentage as the Contributing Partners holding a majority of all Back-End Percentage Interests held by all Contributing Partners shall agree (provided that if a Partner is an affiliate of another Partner’s unfunded portion , then neither such Partner shall be treated as a Contributing Partner unless each such Partner contributes its pro rata share of the Additional Capital Contributionoptional additional capital contribution). In the case of any non-pro rata contributions by the Partners (i.e., whereupon each such electing Partner other than in accordance with Back- End Percentage Interests), the amounts so contributed shall advance be treated as either (i) loans to the Partnership such proto be evidenced by one or more non-rata share (each such Partner so advancing being hereinafter referred to as an “Electing Partner”). Each advance by an Electing Partner to the Partnership shall be deemed to constitute a loan (a “Contribution Loan”) by each Electing Partner to the Partnership. Each such Contribution Loan (i) shall bear negotiable demand promissory notes bearing interest at the rate equal of 14% per annum and requiring prepayment of principal and interest out of any available Distributable Cash prior to any distributions of Distributable Cash being made to the lesser of (A) fourteen percent (14%) per annum on the outstanding balance from the date made until repaid in full Partners, or (B) the highest rate permitted by law, and (ii) if all of the Contributing Partners agree in writing within 60 days after making such contributions, as additional capital contributions, in which event the Back-End Percentage Interests of the Partners shall be prepayable at any time without premium or penaltyadjusted as provided in Section 2.4(b).

Failure to Make Additional Capital Contributions. (a) If a any Partner (the "Defaulting Partner") fails or refuses to pay any additional Commitment to the Partnership within the thirty (30) day period provided for in Section 3.1, the Defaulting Partner's right to receive distributions from the Partnership or vote on any Partnership matter shall be immediately suspended. Unless a “Non-Contributing Partner”) shall fail to contribute its portion of any Additional Capital Contributions called the Defaulting Partner's interest in the Partnership is acquired by another Partner pursuant to Section 3.4the terms hereof, the General Defaulting Partner (or if the General Partner is a Non-Contributing Partner, then any other Partner) shall promptly give notice (such notice, a “Non Contributing Partner Notice”) continue to each Partner that has timely contributed its portion of such Additional Capital Contribution (each be allocated such Partner's share of Partnership income, a “Contributing Partner”gains, losses, deductions and credits. Except as otherwise provided in this Section, the suspension shall remain in effect from the date it is invoked until the Defaulting Partner contributes to the Partnership (i) of such failure and specify the amount of the Non-Contributing Defaulting Partner’s unfunded Additional 's deficiency and (ii) interest on the outstanding balance thereof at an annually compounding rate of eighteen percent (18%) per annum. Any distributions to which the Defaulting Partner would otherwise be entitled, but which are withheld by the Partnership pursuant to this Section, shall be applied against the deficiency and interest owed by the Defaulting Partner to the Partnership, first against interest accrued on such Defaulting Partner's deficiency and then against the deficiency itself. A Defaulting Partner's Capital Contributions, Account will be credited to the extent such credits are applied against the deficiency. Interest credited will be treated as income of the Partnership. The Partnership shall have a lien against the Defaulting Partner's Partnership Interest and each Contributing Partner may elect, by written notice of such election to the Non-Contributing Partner and the other Partners at any time within 30 days after the Non-Contributing Partner Notice in question, and provided that the failure specified in the Non-Contributing Partner Notice in question shall be continuing, any Contributing Partner may elect, by notice to the Partners, to advance hereby assigns to the Partnership the unfunded portion of a security interest in such Additional Capital Contribution required Partner's Partnership Interest, to secure all obligations of the Non-Contributing Partner (to the Partnership under this Agreement. Each Partner agrees to execute such financing statements and other documents as the General Partner may reasonably request to perfect the security interest granted by this Agreement. The Partnership shall also be authorized to reduce the Defaulting Partner's Partnership Interest to a percentage calculated as follows: the Defaulting Partner's Partnership Interest immediately prior to the default, shall be reduced to a percentage to reflect the relative Capital Contributions of all of the Limited Partners as affected by the amount in default, further multiplied by 0.90. The Partnership may take any other legal action to recover the amount of any deficiency or its pro rata share thereof calculated interest owed by a Defaulting Partner to the Partnership, including foreclosing on the basis of all Contributing Partners electing Partnership's security interest in the Defaulting Partner's Partnership Interest and the Defaulting Partner shall be further liable to fund the Non-Contributing Partner’s unfunded Additional Capital Contribution)Partnership for any reasonable attorneys' fees and collection and court costs incurred by the Partnership in taking such action. The General Partner shall promptly inform each also be expressly authorized to sell the Partnership Interest of the Defaulting Limited Partner of to other Partners, in exchange for the amount of each electing Partner’s pro-rata share the additional Capital Contribution and the fair market value of the Non-Contributing Partnership Interest, as determined by the General Partner’s unfunded , in its sole discretion. Pursuant to the express terms and conditions of Section 6.8 below, in the event a Limited Partner determines not to vote in favor of the exercise of the Option, that Limited Partner shall not be considered a "Defaulting Limited Partner" in the event that it determines not to fund that portion of the Additional Capital Contribution, whereupon each such electing Partner shall advance to Commitment associated with the Partnership such pro-rata share (each such Partner so advancing being hereinafter referred to as an “Electing Partner”). Each advance by an Electing Partner to drilling of the Partnership shall be deemed to constitute a loan (a “Contribution Loan”) by each Electing Partner to prospects in the Partnership. Each such Contribution Loan (i) shall bear interest at the rate equal to the lesser of (A) fourteen percent (14%) per annum on the outstanding balance from the date made until repaid in full or (B) the highest rate permitted by law, and (ii) shall be prepayable at any time without premium or penaltyOption.

Failure to Make Additional Capital Contributions. (aDilution. If any Partner does not contribute such Partner’s entire proportionate share of any additional Capital Contribution within the applicable time and in the manner specified in Section 4.3(e) If a Partner (a “Non-Contributing Partner”) shall fail to contribute its portion of any Additional Capital Contributions called pursuant to Section 3.4), the General Partner (or if the General Partner is will send a notice of such non-contribution to each Non-Contributing Partner, then any other Partner) shall promptly give notice (such notice, a “Non Contributing Partner Notice”) and to each Partner that has timely contributed its portion of such Additional contributing their respective requested additional Capital Contribution Contributions to the Partnership (each such Partner, a the “Contributing PartnerPartners”) of such failure ), advising that the Non-Contributing Partners have not made the requested additional Capital Contributions and specify the amount of the shortfall. Upon contribution of additional Capital Contributions by the Contributing Partners, each Partner’s respective Capital Interest, Voting Interest, and Distribution Interest will be adjusted to reflect the relative total Capital Contributions of all of the Partners; provided, however, the Promote Interest will not increase or decrease. Additionally, the Contributing Partners (or such of them as elect to do so) will have the right (but not the obligation) to contribute the Non-Contributing Partner’s unfunded Additional requested additional Capital Contribution. The Contributing Partners who elect to elect to contribute will have the right to contribute in such proportions as they agree upon among themselves, or in the absence of such agreements, then in proportion to their respective Capital Interests. Upon such additional Capital Contributions, and each Contributing Partner may electPartner’s respective Capital Interest, by written notice of such election to the Non-Contributing Partner and the other Partners at any time within 30 days after the Non-Contributing Partner Notice in questionVoting Interest, and provided that Distribution Interest will be adjusted to reflect the failure specified in the Non-Contributing Partner Notice in question shall be continuing, any Contributing Partner may elect, by notice to relative total Capital Contributions of all of the Partners; provided, to however, the Promote Interest will not increase or decrease. The provisions of this Section 4.8 are self-operative, and concurrently with the advance to the Partnership the unfunded portion of such Additional a Capital Contribution required on behalf of the Non-Contributing Partner (or its pro rata share thereof calculated on the basis of all Contributing Partners electing to fund the a Non-Contributing Partner’s unfunded Additional Capital Contribution). The General Partner shall promptly inform each Partner of the amount of each electing Partner’s pro-rata share of the Non-Contributing Partner’s unfunded portion of the Additional Capital Contribution, whereupon each such electing Partner shall advance to the Partnership such pro-rata share (each such Partner so advancing being hereinafter referred to as an “Electing Partner”). Each advance by an Electing Partner to the Partnership shall be deemed to constitute a loan (a “Contribution Loan”) by each Electing Partner to the Partnership. Each such Contribution Loan (i) shall bear interest at the rate equal to the lesser of (A) fourteen percent (14%) per annum on the outstanding balance from the date made until repaid in full or (B) the highest rate permitted by law, and (ii) shall be prepayable at any time without premium or penalty.

Failure to Make Additional Capital Contributions. In the event that one or more Members (athe “Contributing Members”) If a Partner have tendered their entire share of the Additional Capital Contribution and one or more Members (a the “Non-Contributing PartnerMembers”) shall fail to contribute its portion timely fund their entire share of any such Additional Capital Contributions called pursuant Contribution, then the Contributing Members shall be given the opportunity to Section 3.4, fund the General Partner (or if amount of the General Partner is a Additional Capital Contribution that the Non-Contributing PartnerMembers failed to fund (the “Shortfall Amount”) in the form of a Priority Loan or Additional Capital Contributions, then any other Partneras determined by Manager. The Manager shall, within five (5) Business Days after the Additional Capital Tender Date, notify in writing each Contributing Member of such failure, the Shortfall Amount, and whether the Contributing Members will have the opportunity to fund the Shortfall Amount in the form of a Priority Loan or Additional Capital Contributions. Each Contributing Member shall promptly within three (3) Business Days after receiving such notice give notice (such notice, a the “Non Contributing Partner Election Notice”) to each Partner that has timely contributed its portion of the Manager indicating whether such Additional Capital Contribution (each Member will fund the Shortfall Amount. If one or more Contributing Members elects to fund the Shortfall Amount, then such Partner, a “Contributing Partner”Member(s) of will make such failure and specify the amount of the Non-Contributing Partner’s unfunded Priority Loan or Additional Capital Contributions, as the case may be, to the Company within five (5) Business Days after the date of the Election Notice. In the event that there is more than one Contributing Member that elects to fund the Shortfall Amount, the Contributing Members will fund the Shortfall Amount on a pro rata basis in proportion to their respective Percentage Interests. Any Priority Loan will be due and each Contributing Partner may electpayable to the lending Members prior to any Distributions being made to any Members, by written notice of such election with repayments being applied first to reduce any interest accrued thereon and then to reduce principal. Any Priority Loan will be fully recourse, pro rata, to the Non-Contributing Partner and Members that failed to fund the other Partners at any time within 30 days after Shortfall Amount that is the Non-subject of such Priority Loan. Each Contributing Partner Notice in question, and provided that the failure specified Member making an Additional Capital Contribution shall receive a credit to its Capital Account in the Non-Contributing Partner Notice in question shall be continuing, any Contributing Partner may elect, by notice to the Partners, to advance to the Partnership the unfunded portion amount of such Additional Capital Contribution required of the Non-Contributing Partner (or its pro rata share thereof calculated on the basis of all Contributing Partners electing to fund the Non-Contributing Partner’s unfunded Additional Capital Contribution). The General Partner shall promptly inform each Partner of the amount of each electing Partner’s pro-rata share of the Non-Contributing Partner’s unfunded portion of the Immediately following any such Additional Capital Contribution, whereupon each the Percentage Interests of the Members shall be adjusted to reflect the new relative proportions thereof and the Manager shall amend Exhibit A to reflect such electing Partner shall advance adjustments to the Partnership Percentage Interests and such pro-rata share Additional Capital Contributions (each such Partner so advancing being hereinafter referred to as an “Electing Partner”which amendment shall not require the consent of any Members). Each advance by an Electing Partner to the Partnership shall be deemed to constitute a loan (a “Contribution Loan”) by each Electing Partner to the Partnership. Each such Contribution Loan (i) shall bear interest at the rate equal to the lesser of (A) fourteen percent (14%) per annum on the outstanding balance from the date made until repaid in full or (B) the highest rate permitted by law, and (ii) shall be prepayable at any time without premium or penalty.