Common use of Subsequent Contributions Clause in Contracts

Subsequent Contributions. Subject to Section 3.1(b) and Section 3.1(c), the Committed Members shall make Equity Contributions (but in the aggregate, together with all Equity Contributions made or deemed made after the initial contributions contemplated by Section 3.2(a), not to exceed the Committed Amounts) on each JVCo Contribution Date occurring after the date hereof as follows: (i) prior to the funding in full of the Aggregate Accelerated Funding Amount by the Class A Member, the Class A Member shall make an Equity Contribution in cash in an amount equal to the amount set forth in the JVCo Contribution Request for such JVCo Contribution Date (it being acknowledged and agreed that none of the other Committed Members shall be obligated to make any Equity Contribution under this Agreement prior to the date on which the Aggregate Accelerated Funding Amount has been funded to the T5 Liquefaction Owner and the balance on deposit in the Accelerated Cash Collateral Account is $0.00); and (ii) on and after the funding in full of the Aggregate Accelerated Funding Amount by the Class A Member, each of the Committed Members shall make an Equity Contribution in cash in an amount equal to its Funding Percentage of (A) the Aggregate Equity Contributions as of such JVCo Contribution Date less (B) any portion of Aggregate Accelerated Funding Amount contributed on such date pursuant to Section 3.2(b)(i); provided, that no Committed Member shall have any obligation to fund any Equity Contribution to the extent that the Board decides to fund 100% of the T5 Project Costs which are then due and payable (or are reasonably anticipated to become due and payable prior to the next projected JVCo Contribution Date) with respect to such JVCo Contribution Date with a borrowing under the T5 Financing Agreements (as defined in the Subscription Agreements).

Subsequent Contributions. Subject to Section 3.1(bthe terms and conditions set forth below, the LLC shall, after the Initial Closing, be required to make capital contributions to the Corporation ("Subsequent Contributions") from time to time as proposed by the Corporation's chief executive officer and Section 3.1(cset forth in a written notice from such chief executive officer on behalf of the Corporation (the "Subsequent Contribution Notice") sent to the LLC and to each Unitholder at least 30 days prior to the proposed date of the applicable Subsequent Contribution (the "Drawdown Date"). Such notice shall set forth the aggregate amount of the proposed Subsequent Contribution and shall specify in reasonable detail the intended use of such Subsequent Contribution by the Corporation, including a breakdown of the portion of such Subsequent Contribution to be expended in respect of each Approved Business Plan (including a good faith estimate as to the timing of such expenditures and the amount thereof to be contributed by each Unitholder). With respect to each Subsequent Contribution, subject to the terms and conditions hereof, the LLC shall deliver to the Corporation a check, or wire transfer of immediately available funds to an account designated by the Corporation, in an aggregate amount equal to the applicable Subsequent Contribution. If at any time after the date hereof the LLC makes any contribution to the capital of the Corporation and the amount of such capital contribution exceeds the LLC's then-outstanding unpaid obligations (if any) to make the Initial Contribution and all Subsequent Contributions required to be made prior to such time (the amount of any such excess, an "Excess Contribution"), then such Excess Contribution shall be credited dollar for dollar against the Committed Members shall LLC's obligation to make Equity Subsequent Contributions (but in the aggregate, together with all Equity Contributions made or deemed made after the initial contributions contemplated by Section 3.2(a), not to exceed the Committed Amounts) on each JVCo Contribution Date Drawdown Dates occurring after the date hereof as follows: (i) prior to the funding in full of the Aggregate Accelerated Funding Amount by the Class A Member, the Class A Member shall make an Equity Contribution in cash in an amount equal to the amount set forth in the JVCo Contribution Request for such JVCo Contribution Date (it being acknowledged and agreed that none of the other Committed Members shall be obligated to make any Equity Contribution under this Agreement prior to the date on which the Aggregate Accelerated Funding Amount has been funded to the T5 Liquefaction Owner and the balance on deposit in the Accelerated Cash Collateral Account is $0.00); and (ii) on and after the funding in full of the Aggregate Accelerated Funding Amount by the Class A Member, each of the Committed Members shall make an Equity Contribution in cash in an amount equal to its Funding Percentage of (A) the Aggregate Equity Contributions as of such JVCo Contribution Date less (B) any portion of Aggregate Accelerated Funding Amount contributed on such date pursuant to Section 3.2(b)(i); provided, that no Committed Member shall have any obligation to fund any Equity Contribution to the extent that the Board decides to fund 100% of the T5 Project Costs which are then due and payable (or are reasonably anticipated to become due and payable prior to the next projected JVCo Contribution Date) with respect to such JVCo Contribution Date with a borrowing under the T5 Financing Agreements (as defined in the Subscription Agreements)Excess Contribution.

Subsequent Contributions. Subject to Except as set forth in Section 3.1(b) and Section 3.1(c)5.2.1 hereof, the Committed Members Partners shall not be obligated to make Equity Contributions any further cash contributions to capital. If, however, at any time during the existence of the Company, the Managing Partner shall propose that additional capital is required by the Company and the Partners unanimously adopt such proposal, the Partners shall promptly make such additional capital contribution in proportion to their respective interests in profit and loss of the Company as set forth in Article VII hereof upon the call of the Managing Partner. If, however, the Partners do not adopt such proposal, any Partner may loan the amount so needed to the Company and such loan shall bear interest at the rate per annum equal to three percent (but 3%) above the Prime Rate (as hereinafter defined) in the aggregate, together with all Equity Contributions made or deemed made after the initial contributions contemplated by Section 3.2(a)effect from time to time, not to exceed the Committed Amountsmaximum rate of interest allowed by law in the State of Ohio. For purposes hereof, "Prime Rate" shall mean the prime rate (or base rate) reported in the Money Rates column or section of THE WALL STREET JOURNAL as being the base rate on each JVCo Contribution Date occurring after corporate loans at large U.S. money center commercial banks (whether or not such rate has actually been charged by any such bank). If THE WALL STREET JOURNAL ceases publication of the date hereof as follows: prime rate, the "Prime Rate" shall mean the highest rate charged by Bankers Trust Company on short term, unsecured loans to its most creditworthy large corporate borrowers. If THE WALL STREET JOURNAL (i) prior publishes more than one prime rate or base rate, the higher or highest of such rates shall apply, or (ii) publishes a retraction or correction of any such rate, the rate reported in such retraction or correction shall apply. Interest shall be payable quarterly on the amount of any such loan to the funding Partner making such loan to the Company. Such loan shall not entitle the lending Partner to any greater equity share in full the Company, but such amount shall be repaid as a preference item out of the Aggregate Accelerated Funding Amount income earned by the Class A MemberCompany, the Class A Member shall make an Equity Contribution in cash in an amount equal to the amount as set forth in the JVCo Contribution Request for such JVCo Contribution Date (it being acknowledged and agreed that none of the other Committed Members shall be obligated to make any Equity Contribution under this Agreement prior to the date on which the Aggregate Accelerated Funding Amount has been funded to the T5 Liquefaction Owner and the balance on deposit in the Accelerated Cash Collateral Account is $0.00); and (ii) on and after the funding in full of the Aggregate Accelerated Funding Amount by the Class A Member, each of the Committed Members shall make an Equity Contribution in cash in an amount equal to its Funding Percentage of (A) the Aggregate Equity Contributions as of such JVCo Contribution Date less (B) any portion of Aggregate Accelerated Funding Amount contributed on such date pursuant to Section 3.2(b)(i); provided, that no Committed Member shall have any obligation to fund any Equity Contribution to the extent that the Board decides to fund 100% of the T5 Project Costs which are then due and payable (or are reasonably anticipated to become due and payable prior to the next projected JVCo Contribution Date) with respect to such JVCo Contribution Date with a borrowing under the T5 Financing Agreements (as defined in the Subscription Agreements)5.2.3 hereof.

Subsequent Contributions. Subject to Section 3.1(b) and Section 3.1(c), the Committed Members shall make Equity Contributions (but in the aggregate, together with all Equity Contributions made or deemed made after the initial contributions contemplated by Section 3.2(a), not to exceed the Committed Amounts) on each JVCo Contribution Date occurring after the date hereof as follows: (i) prior to the funding in full of the Aggregate Accelerated Funding Amount by the Class A Member, the Class A Member shall make an Equity Contribution in cash in an amount equal to the amount set forth in the JVCo Contribution Request for such JVCo Contribution Date (it being acknowledged and agreed that none of the other Committed Members shall be obligated to make any Equity Contribution under this Agreement prior to the date on which the Aggregate Accelerated Funding Amount has been funded to the T5 T4 Liquefaction Owner and the balance on deposit in the Accelerated Cash Collateral Account is $0.00); and (ii) on and after the funding in full of the Aggregate Accelerated Funding Amount by the Class A Member, each of the Committed Members shall make an Equity Contribution in cash in an amount equal to its Funding Percentage of (A) the Aggregate Equity Contributions as of such JVCo Contribution Date less (B) any portion of Aggregate Accelerated Funding Amount contributed on such date pursuant to Section 3.2(b)(i); provided, that no Committed Member shall have any obligation to fund any Equity Contribution to the extent that the Board decides to fund 100% of the T5 T4 Project Costs which are then due and payable (or are reasonably anticipated to become due and payable prior to the next projected JVCo Contribution Date) with respect to such JVCo Contribution Date with a borrowing under the T5 T4 Financing Agreements (as defined in the Subscription Agreements).

Subsequent Contributions. Subject to Section 3.1(b(a) and Section 3.1(cExcept as set forth in Sections 4.2(b), the Committed Members shall make Equity Contributions (but in the aggregate, together with all Equity Contributions made or deemed made after the initial contributions contemplated by Section 3.2(ac), not or (d), no Member shall be required to exceed make any additional Capital Contribution without prior Unanimous Consent relating to any such Capital Contribution. (b) The Members agree to contribute to the Committed Amounts) on each JVCo Contribution Date occurring after Company the date hereof as follows: sums required for the Company to pay all amounts necessary to satisfy (i) prior to the funding in full of the Aggregate Accelerated Funding Amount by the Class A Member, the Class A Member shall make an Equity Contribution in cash in an amount equal to the amount set forth any Well Connect Expenditure incurred in the JVCo Contribution Request for such JVCo Contribution Date (it being acknowledged and agreed that none of the other Committed Members shall be obligated to make any Equity Contribution under this Agreement prior to the date on which the Aggregate Accelerated Funding Amount has been funded to the T5 Liquefaction Owner and the balance on deposit in the Accelerated Cash Collateral Account is $0.00); and preceding month or (ii) on and after any Sustaining Project Expenditure incurred in the funding preceding month (in full each case, a “Required Contribution”). Each Member agrees to contribute that portion of the Aggregate Accelerated Funding Amount by the Class A Member, each of the Committed Members shall make an Equity Required Contribution in cash in an amount equal to its Funding Percentage Membership Interest. Such contributions shall be made within ten (10) Business Days following the end of each such month pursuant to cash calls issued by the Company or any Member when and in the amounts required to satisfy such Required Contribution. (Ac) To the Aggregate Equity extent there are insufficient funds to satisfy any current Contractual Obligations from working capital or other cash on hand, or other indebtedness approved by the Board in accordance with the terms hereof, the Members agree to contribute to the Company the sums required for the Company to pay all amounts necessary to satisfy its Contractual Obligations (the “Contract Contribution Amount”). Each Member agrees to contribute that portion of the Contract Contribution Amount equal to its Membership Interest. Such contributions shall be made pursuant to cash calls issued by the Company or any Member when and in the amounts required for the Company to satisfy its Contractual Obligations. (d) Any Member that has elected, in its sole discretion, to fund an Expansion Project approved in accordance with the terms of the Gathering Agreement and any Expansion Project Term Sheet shall be required to contribute to the Company the portion of the sums required to fund each such Expansion Project as indicated in the applicable Expansion Project Term Sheet (each, an “Expansion Contribution”). Such Expansion Contributions as shall be made pursuant to cash calls issued by the Company or any Member when and in the amounts specified in the applicable Expansion Project Term Sheet related to such Expansion Project. The Company shall use the proceeds of such JVCo Expansion Contribution Date less (B) any portion exclusively for the purposes of Aggregate Accelerated Funding Amount contributed on pursuing the Expansion Project to which such date pursuant to Section 3.2(b)(i); provided, that no Committed Member shall have any obligation to fund any Equity Expansion Contribution to relates in accordance with the extent that the Board decides to fund 100% of the T5 applicable Expansion Project Costs which are then due and payable (or are reasonably anticipated to become due and payable prior to the next projected JVCo Contribution Date) with respect to such JVCo Contribution Date with a borrowing under the T5 Financing Agreements (as defined in the Subscription Agreements)Term Sheet.

Subsequent Contributions. Subject (a) Except as set forth in Section 4.2(b) or (c) or as may be approved by the Board by Unanimous Consent, no Member shall be required to Section 3.1(bmake any additional Capital Contribution. (b) and Section 3.1(c), The Members agree to contribute to the Committed Members shall make Equity Contributions (but in Company the aggregate, together with sums required for the Company to pay all Equity Contributions made or deemed made after the initial contributions contemplated by Section 3.2(a), not amounts necessary to exceed the Committed Amounts) on each JVCo Contribution Date occurring after the date hereof as follows: fund (i) prior the Facility Plan for each Facility Opportunity that has received Unanimous Consent and is being pursued pursuant to the funding in full of the Aggregate Accelerated Funding Amount by the Class A Member, the Class A Member shall make an Equity Contribution in cash in an amount equal to the amount set forth in the JVCo Contribution Request for such JVCo Contribution Date (it being acknowledged Section 2.9(b) and agreed that none of the other Committed Members shall be obligated to make any Equity Contribution under this Agreement prior to the date on which the Aggregate Accelerated Funding Amount has been funded to the T5 Liquefaction Owner and the balance on deposit in the Accelerated Cash Collateral Account is $0.00); and (ii) on and after the funding any other Capital Contribution approved by Unanimous Consent (in full each case, a “Required Contribution”). Each Member agrees to contribute that portion of the Aggregate Accelerated Funding Amount by the Class A Member, each of the Committed Members shall make an Equity Required Contribution in cash in an amount equal to its Funding Percentage Membership Interest. Such contributions shall be made within 10 Business Days following the end of each such month pursuant to cash calls issued by the Managing Member when and in the amounts required to satisfy such Required Contribution. (Ac) Each Consent Member shall be required to contribute to the Aggregate Equity Contributions as of such JVCo Contribution Date less (B) any Company the portion of Aggregate Accelerated Funding Amount contributed on such date pursuant to Section 3.2(b)(i); provided, that no Committed Member shall have any obligation the sums required to fund any Equity Contribution Facility Opportunity pursued by such Consent Member in accordance with Section 2.9(c) in accordance with the applicable Facility Plan (each, an “Facility Contribution”). Such Facility Contributions shall be made pursuant to cash calls issued by the extent that the Board decides to fund 100% of the T5 Project Costs which are then due and payable Managing Member (or are reasonably anticipated any Member, if the Managing Member fails to become due issue any such cash call) when and payable prior to in the next projected JVCo Contribution Date) with respect amounts specified in the applicable Facility Plan related to such JVCo Facility Opportunity. The Company shall use the proceeds of such Facility Contributions exclusively for the purposes of pursuing the Facility Opportunity to which such Facility Contribution Date relates in accordance with a borrowing under the T5 Financing Agreements (as defined in the Subscription Agreements)applicable Facility Plan.