Common use of Capital Calls Clause in Contracts

Capital Calls. (a) The Company may from time to time prior to the expiration of the Takedown Period call for Commitment Contributions from the Committed Members (each, a “Capital Call”) for project development activities, working capital and acquisitions, and each Committed Member, subject to the terms and conditions hereof and the Unit Subscription Agreement, shall make its Commitment Contribution in response to each Capital Call. No Capital Call may be made for an aggregate amount less that $5,000,000, except that if the aggregate amount of remaining Commitment Contributions is less than $5,000,000 a Capital Call may be made for the aggregate amount of remaining Commitment Contributions. After giving effect to the provisions of Sections 5.2(a) and 5.2(c), if applicable, each Capital Call shall be apportioned ratably among all Committed Members based on, and such Capital Call may not exceed, their respective Remaining Commitments less any amounts required to be funded pursuant to then outstanding Capital Calls as of the date of such Capital Call. Each Capital Call shall be made pursuant to a call notice, substantially in the form attached hereto as Exhibit G-l (each a “Call Notice”), executed by the Chief Executive Officer and another Officer authorized by the Board and (other than an Investor Call Right Call Notice) approved by (i) the Board and (ii) within five days after such Board Approval, by Requisite Approval as provided in Section 8.5. Each Call Notice shall specify (i) in reasonable detail the purpose of such Capital Call, and (ii) the amount of the Commitment Contributions to be made by each Committed Member pursuant to such Capital Call. Each Call Notice shall be delivered to the Committed Members. A Call Notice may provide for the Commitment Contribution to be made in a single contribution or in multiple contributions over time. The Board shall have the authority (but only with, and conditioned upon, prior written Requisite Approval) to withdraw any Call Notice at any time prior to the time that funding is required thereunder.

Capital Calls. (a) The Company may from From time to time prior as is necessary or desirable as a result of Company Cash Needs and/or expected future Company Cash Needs as determined by the Managing Member in its discretion, the Managing Member shall submit to the expiration of the Takedown Period call for Commitment Contributions from the Committed Members a written demand (each, a “Capital Call”) for project development activities, working capital and acquisitions, and each Committed Member, subject Additional Capital Contributions in respect of such Company Cash Needs. The Managing Member shall endeavor to the terms and conditions hereof and the Unit Subscription Agreement, shall make its Commitment Contribution in response to each Capital Call. No Capital Call may be made for an aggregate amount less that $5,000,000, except that if the aggregate amount of remaining Commitment Contributions is less than $5,000,000 a Capital Call may be made for the aggregate amount of remaining Commitment Contributions. After giving effect to the provisions of Sections 5.2(a) and 5.2(c), if applicable, each Capital Call shall be apportioned ratably among all Committed Members based on, and such Capital Call may not exceed, their respective Remaining Commitments less any amounts required to be funded pursuant to then outstanding deliver Capital Calls as of the date of such Capital Callno more frequently than quarterly. Each Capital Call shall be made in writing and shall state the aggregate amount of such Company Cash Needs, the basis therefor and each Member’s Contribution Percentage of the Additional Capital Contributions with respect thereto. Each Member shall, in respect of any Capital Call, be obligated (subject to Sections 4.01(b)(vi)(A) and 4.01(c)) to make an Additional Capital Contribution in the amount of its Percentage Interest of the total requested Additional Capital Contribution pursuant to such Capital Call (such percentage, as may be adjusted pursuant to the proviso clause of this sentence, being referred to herein as such Member’s “Contribution Percentage”). Subject to the provisions of this Section 4.01(b), each Additional Capital Contribution required pursuant to a call notice, substantially in the form attached hereto as Exhibit G-l (each a “Capital Call Notice”), executed shall be funded by the Chief Executive Officer applicable Member on a Payment Date ten (10) Business Days following the date the applicable Capital Call shall have been given (or such later Payment Date as may be stated therein) and another Officer authorized by the Board and (other than an Investor Call Right Call Notice) approved by (i) the Board and (ii) within five days after such Board Approval, by Requisite Approval as provided in Section 8.5. Each Call Notice shall specify (i) in reasonable detail the purpose of such Capital Call, and (ii) the amount of the Commitment Contributions to be made by wire transfer of immediately available funds to the Company on or before such applicable Payment Date. If one or more Co-Investor Members (“New Member”) becomes obligated to make Additional Capital Contributions after one or more other Co-Investor Members have made Capital Contributions pursuant to Section 4.01(b)(iii) or this Section 4.01(b)(iv), such New Member(s) shall be obligated to make all of the Additional Capital Contributions called for in any Capital Call until such time as the aggregate Additional Capital Contributions made by each Committed New Member pursuant to Section 4.01(b)(iii) and this Section 4.01(b)(iv) (including any such Additional Capital Contributions being made pursuant to such Capital Call. Each Call Notice shall be delivered ) (plus the aggregate of any Required Capital Shortfall Contributions and any Required Capital Shortfall Loans made in connection with any failures by such New Member to make such Additional Capital Contributions) is equal to such New Member’s Percentage Interest of the aggregate Capital Contributions made by all Members pursuant to Section 4.01(b)(i), Section 4.01(b)(iii) and this Section 4.01(b)(iv) (including any such Additional Capital Contributions being made pursuant to such Capital Call) (plus the aggregate of any Required Capital Shortfall Contributions and any Required Capital Shortfall Loans made in connection with any failures to make such Capital Contributions, but subtracting from the amount of Capital Contributions made by the CIM Member (A) the amount of all distributions to the Committed Members. A Call Notice may provide for the Commitment Contribution CIM Member pursuant to be made in a single contribution or in multiple contributions over time. The Board shall have the authority Section 4.01(b)(iii) and (but only with, B) if not already received and conditioned upon, prior written Requisite Approval) to withdraw any Call Notice at any time prior distributed to the time that funding is required thereunderCIM Member pursuant to Section 4.01(b)(iii), the Initial Project Loan Net Proceeds Amount).

Capital Calls. (a) The Company may from Manager may, at any time in its sole discretion, call upon each Member to time prior to the expiration of the Takedown Period call for Commitment make Additional Capital Contributions from the Committed Members (each, a “Capital Call”) for project development activities, working capital and acquisitions, and each Committed Member, subject to the terms and conditions hereof and Company, pro rata based on each Member’s Membership Interest at the Unit Subscription Agreement, time such call is made (“Additional Capital Contributions”). The Manager shall make its Commitment Contribution in response do so by delivering to each Member a notice (“Call Notice”) setting forth (a) the total of all Additional Capital Call. No Contributions the Members are being called to make, (b) the date that such Additional Capital Call may Contributions are required to be made for an aggregate amount less that $5,000,000to the Company (such date, except that if the aggregate amount “Capital Contribution Date”), which date shall not be sooner than twenty (20) days after the delivery of remaining Commitment Contributions the Call Notice and (c) the Additional Capital Contribution to be paid by the Member to which the notice is less than $5,000,000 a Capital Call may be made for the aggregate amount of remaining Commitment Contributionsaddressed. After giving effect Subject to the provisions of Sections 5.2(aSection “4.3(b)” hereof, the Manager may use Additional Capital Contributions for any reason in furtherance of Company business as determined by the Manager in its sole discretion. If a Member fails to contribute an amount equal to the applicable Member’s Additional Capital Contribution by the Capital Contribution Date (a “Non-Contributing Member”), the Manager shall provide written notice thereof (the “Contribution Default Notice”) to each Member that has made its entire contribution (a “Contributing Member”). Each Contributing Member shall have the right, at its option, to contribute all or a portion of each Non-Contributing Member’s Additional Capital Contribution not funded by the Non-Contributing Member (the “Default Amount”), as an additional Capital Contribution upon written notice to the Non-Contributing Member(s) and 5.2(c)the Manager given within twenty (20) days after the giving of the Contribution Default Notice. If a Contributing Member elects to contribute all or a portion of the Default Amount on behalf of a Non-Contributing Member as an Additional Capital Contribution, if applicable, each Capital Call shall be apportioned ratably among all Committed Members based on, and such Capital Call may not exceed, their respective Remaining Commitments less any amounts required to be funded pursuant to then outstanding Capital Calls as of on the date of such Capital Call. Each Capital Call contribution by each such Contributing Member the Membership Interests of all the Members shall be made pursuant to adjusted so that the same are divided on a call notice, substantially in pro rata basis based on the form attached hereto as Exhibit G-l (each a “Call Notice”), executed by the Chief Executive Officer and another Officer authorized by the Board and (other than an Investor Call Right Call Notice) approved by (i) the Board and (ii) within five days after such Board Approval, by Requisite Approval as provided in Section 8.5. Each Call Notice shall specify (i) in reasonable detail the purpose of such respective aggregate Capital Call, and (ii) the amount of the Commitment Contributions to be made by each Committed Member pursuant to such Capital Call. Each Call Notice shall be delivered to date of all the Committed Members. A Call Notice may provide for the Commitment Contribution to be made in a single contribution or in multiple contributions over time. The Board shall have the authority (but only with, and conditioned upon, prior written Requisite Approval) to withdraw any Call Notice at any time prior to the time that funding is required thereunder.

Capital Calls. (a) The Company may from From time to time prior as is necessary or desirable as a result of Company Cash Needs and/or expected future Company Cash Needs as determined by the Managing Member in its discretion, the Managing Member shall submit to the expiration of the Takedown Period call for Commitment Contributions from the Committed Members a written demand (each, a “Capital Call”) for project development activities, working capital and acquisitions, and each Committed Member, subject Additional Capital Contributions in respect of such Company Cash Needs. The Managing Member shall endeavor to the terms and conditions hereof and the Unit Subscription Agreement, shall make its Commitment Contribution in response to each Capital Call. No Capital Call may be made for an aggregate amount less that $5,000,000, except that if the aggregate amount of remaining Commitment Contributions is less than $5,000,000 a Capital Call may be made for the aggregate amount of remaining Commitment Contributions. After giving effect to the provisions of Sections 5.2(a) and 5.2(c), if applicable, each Capital Call shall be apportioned ratably among all Committed Members based on, and such Capital Call may not exceed, their respective Remaining Commitments less any amounts required to be funded pursuant to then outstanding deliver Capital Calls as of the date of such Capital Callno more frequently than quarterly. Each Capital Call shall be made in writing and shall state the aggregate amount of such Company Cash Needs, the basis therefor and each Member’s Contribution Percentage of the Additional Capital Contributions with respect thereto. Each Member shall, in respect of any Capital Call, be obligated (subject to Sections 4.01(b)(vi)(A) and 4.01(c)) to make an Additional Capital Contribution in the amount of its Percentage Interest of the total requested Additional Capital Contribution pursuant to such Capital Call (such percentage, as may be adjusted pursuant to the proviso clause of this sentence, being referred to herein as such Member’s “Contribution Percentage”). Subject to the provisions of this Section 4.01(b), each Additional Capital Contribution required pursuant to a call notice, substantially in the form attached hereto as Exhibit G-l (each a “Capital Call Notice”), executed shall be funded by the Chief Executive Officer applicable Member on a Payment Date ten (10) Business Days following the date the applicable Capital Call shall have been given (or such later Payment Date as may be stated therein) and another Officer authorized by the Board and (other than an Investor Call Right Call Notice) approved by (i) the Board and (ii) within five days after such Board Approval, by Requisite Approval as provided in Section 8.5. Each Call Notice shall specify (i) in reasonable detail the purpose of such Capital Call, and (ii) the amount of the Commitment Contributions to be made by wire transfer of immediately available funds to the Company on or before such applicable Payment Date. If one or more Co-Investor Members (“New Member”) becomes obligated to make Additional Capital Contributions after one or more other Co-Investor Members have made Capital Contributions pursuant to Section 4.01(b)(iii) or this Section 4.01(b)(iv), such New Member(s) shall be obligated to make all of the Additional Capital Contributions called for in any Capital Call until such time as the aggregate Additional Capital Contributions made by each Committed New Member pursuant to Section 4.01(b)(iii) and this Section 4.01(b)(iv) (including any such Additional Capital Contributions being made pursuant to such Capital Call. Each Call Notice shall be delivered ) (plus the aggregate of any Required Capital Shortfall Contributions and any Required Capital Shortfall Loans made in connection with any failures by such New Member to make such Additional Capital Contributions) is equal to such New Member’s Percentage Interest of the aggregate Capital Contributions made by all Members pursuant to Section 4.01(b)(i), Section 4.01(b)(iii) and this Section 4.01(b)(iv) (including any such Additional Capital Contributions being made pursuant to such Capital Call) (plus the aggregate of any Required Capital Shortfall Contributions and any Required Capital Shortfall Loans made in connection with any failures to make such Capital Contributions, but subtracting from the amount of Capital Contributions made by the CIM Member (A) the amount of all distributions to the Committed Members. A Call Notice may provide for the Commitment Contribution CIM Member pursuant to be made in a single contribution or in multiple contributions over time. The Board shall have the authority Section 4.01(b)(iii) and (but only with, B) if not already received and conditioned upon, prior written Requisite Approval) to withdraw any Call Notice at any time prior distributed to the time that funding is required thereunder.CIM Member pursuant to Section 4.01(b)(iii), the Initial Project Loan Distribution Amount).1

Capital Calls. (a) The Company may from time to time prior to the expiration of the Takedown Period call for Commitment Contributions from the Committed Members (each, a “Capital Call”) for project development activities, working capital and acquisitions, and each Committed Member, subject to the terms and conditions hereof and the Unit Subscription Agreement, shall make its Commitment Contribution in response to each Capital Call. No Capital Call may be made for an aggregate amount less that than $5,000,000, except that if the aggregate amount of remaining Commitment Contributions is less than $5,000,000 a Capital Call may be made for the aggregate amount of remaining Commitment Contributions. After giving effect to the provisions of Sections 5.2(a) and 5.2(c), if applicable, each Capital Call shall be apportioned ratably among all Committed Members based on, and such Capital Call may not exceed, their respective Remaining Commitments less any amounts required to be funded pursuant to then outstanding Capital Calls as of the date of such Capital Call. Each Capital Call shall be made pursuant to a call notice, substantially in the form attached hereto as Exhibit G-l G-1 (each a “Call Notice”), executed by the Chief Executive Officer and another Officer authorized by the Board and (other than an Investor Call Right Call Notice) approved by (i) the Board and (ii) within five days after such Board Approval, by Requisite Approval as provided in Section 8.5. Each Call Notice shall specify (i) in reasonable detail the purpose of such Capital Call, and (ii) the amount of the Commitment Contributions to be made by each Committed Member pursuant to such Capital Call. Each Call Notice shall be delivered to the Committed Members. A Call Notice may provide for the Commitment Contribution to be made in a single contribution or in multiple contributions over time. The Board shall have the authority (but only with, and conditioned upon, prior written Requisite Approval) to withdraw any Call Notice at any time prior to the time that funding is required thereunder.

Capital Calls. In the event the Members are required to make Capital Contributions pursuant to this Article 7, then, the Development Manager shall, within ten (a10) The Company may from time to time prior Business Days after the need for the subject contribution is first determined, submit a written contribution request to the expiration Members describing such capital requirements and meeting the requirements of the Takedown Period call for Commitment Contributions from the Committed Members this Section 7.1 (each, a “Capital CallContribution Request”) for project development activities, working capital and acquisitions, and each Committed Member, subject to the terms and conditions hereof and the Unit Subscription Agreement, shall make its Commitment ). Each Contribution in response to each Capital Call. No Capital Call may be made for an aggregate amount less that $5,000,000, except that if the aggregate amount of remaining Commitment Contributions is less than $5,000,000 a Capital Call may be made for the aggregate amount of remaining Commitment Contributions. After giving effect to the provisions of Sections 5.2(a) and 5.2(c), if applicable, each Capital Call Request shall be apportioned ratably among all Committed Members based on, and such Capital Call may not exceed, their respective Remaining Commitments less any amounts required to be funded pursuant to then outstanding Capital Calls as of the date of such Capital Call. Each Capital Call shall be made pursuant to a call notice, substantially in the form attached hereto as Exhibit G-l C or in an alternative form acceptable to the Members, and shall (each a “Call Notice”), executed by the Chief Executive Officer and another Officer authorized by the Board and (other than an Investor Call Right Call Notice1) approved by (i) the Board and (ii) within five days after such Board Approval, by Requisite Approval as provided in Section 8.5. Each Call Notice shall specify (i) describe in reasonable detail the purpose anticipated capital requirements for such month with reference to the Development Budget or the Operating Budget, as the case may be, to be allocated among the specified line item(s); (2) indicate the amounts expended by the Company to date in connection with the Project among the specified line item(s) of the various budgets; (3) describe the portion of expenditures for such Capital Call, month anticipated to be funded from available Company funds; (4) describe the portion of expenditures for such month which is to be funded by contributions from the Members; (5) set forth each Member’s required contribution; and (ii6) be accompanied by such documentation and information as Dividend Member may reasonably require. Development Manager may submit Contribution Requests to the Members no more frequently than once each month, unless (x) Dividend Member has given its prior written consent in each instance or (y) there is an emergency, in which event Development Manager shall immediately notify Dividend Member in writing. Dividend Member shall also have the right to deliver a Contribution Request to the Members with respect to Capital Contributions required pursuant to this Article 7. Unless otherwise provided in this Article 7, within three (3) Business Days after a Contribution Request submitted by a Member is approved by the other Member (the Member submitting the Contribution Request being deemed to have approved any Contribution Request it issues), each Member shall contribute to the Company by deposit into the appropriate operating account the amount of the Commitment Contributions to be made contributed by each Committed such Member pursuant to under such Capital Call. Each Call Notice shall be delivered to the Committed Members. A Call Notice may provide for the Commitment Contribution to be made in a single contribution or in multiple contributions over time. The Board shall have the authority (but only with, and conditioned upon, prior written Requisite Approval) to withdraw any Call Notice at any time prior to the time that funding is required thereunderRequest.

Capital Calls. (a) The Company may At any time or from time to time time, prior to the expiration termination of the Takedown Period call for Commitment Contributions from the Committed Members (each, a “Capital Call”) for project development activities, working capital this Agreement and acquisitions, and each Committed Member, subject to the terms conditions set forth in Section 6 hereof, the Company, in accordance with a determination made by its Board of Directors, may require that the Purchaser make additional capital contributions to the Company (a "Capital Call") and conditions hereof in such event, the Company shall give written notice of the Capital Call (the "Capital Call Notice") to the Purchaser and the Unit Subscription AgreementClass A Member (as defined in the Operating Agreement of Zhone Investors I, shall make its Commitment Contribution in response to each Capital Call. No Capital Call may be made for an aggregate amount less that $5,000,000, except that if the aggregate amount of remaining Commitment Contributions is less than $5,000,000 a Capital Call may be made for the aggregate amount of remaining Commitment Contributions. After giving effect to the provisions of Sections 5.2(a) and 5.2(c), if applicable, each Capital Call shall be apportioned ratably among all Committed Members based on, and such Capital Call may not exceed, their respective Remaining Commitments less any amounts required to be funded pursuant to then outstanding Capital Calls L.L.C. dated as of the date hereof (the "Operating Agreement")) no later than ten (10) business days after the date that the Capital Call is approved by the Company's Board of Directors. The Capital Call Notice shall set forth the aggregate capital contributions to be made to the Company by the Class A Member of the Purchaser on behalf of the Purchaser and by each Class A Member of each Additional Preferred Purchaser on behalf of such Capital Call. Each Additional Preferred Purchaser in connection with the Capital Call (the "Aggregate Capital Call Amount"). Within twelve (12) business days after receipt of the Capital Call Notice from the Company (the date of the receipt of the Capital Call Notice referred to herein as the "Capital Call Date"), the Class A Member of the Purchaser on behalf of the Purchaser shall be made pursuant required to a call noticepay to the Company, substantially in by wire transfer or other method acceptable to the form attached hereto as Exhibit G-l Company, an amount (each a “the "Series A-___ Pro Rata Capital Call Notice”), executed by Amount") equal to the Chief Executive Officer and another Officer authorized by the Board and (other than an Investor Call Right Call Notice) approved by product of (i) the Board and (ii) within five days after such Board Approval, by Requisite Approval as provided in Section 8.5. Each Aggregate Capital Call Notice shall specify (i) in reasonable detail the purpose of such Capital Call, Amount and (ii) the amount of the Commitment Contributions to be made by each Committed Member pursuant to such Purchaser's Capital CallCall Percentage as set forth on Exhibit A attached hereto. Each Call Notice shall be delivered to the Committed Members. A Call Notice may provide for the Commitment Contribution to be made in a single contribution or in multiple contributions over time. The Board shall have the authority (but only with, and conditioned upon, prior written Requisite Approval) to withdraw any Call Notice at any time prior to the time that funding is required thereunder.---------