Common use of Capital Contributions by Members Clause in Contracts

Capital Contributions by Members. (a) Each Member shall be required to make capital contributions to the Company (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-Related Required Amounts”) as are required to satisfy the Company’s obligation to make capital contributions to BCEMA in respect of the GP-Related BCEMA Interest to fund BCEMA’s capital contribution with respect to any GP-Related BCEP Investment and as are otherwise determined by the Managing Member from time to time or as may be set forth in such Regular Member’s Commitment Agreement or SMD Agreement, if any, or otherwise; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Members based upon each Member’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Company (including those specifically set forth in Sections 4.1(d) and 5.8(d)) shall be determined by the Managing Member. Regular Members shall not be required to make additional GP-Related Capital Contributions to the Company in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Regular Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided however, that the Managing Member and any Regular Member may agree from time to time that such Regular Member shall make an additional GP-Related Capital Contribution to the Company; provided further, that each Investor Regular Member shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Company related to the GP-Related BCEP Investment.

Capital Contributions by Members. (a) Each Except as agreed by the Managing Member and a Regular Member, such Regular Member shall not be required to make capital contributions to the Company (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-Related Required Amounts”) as are required to satisfy the Company’s obligation to make capital contributions to BCEMA BMA VI in respect of the GP-Related BCEMA BMA VI Member Interest to fund BCEMABMA VI’s capital contribution with in respect to of any GP-Related BCEP BCP VI Investment and as are otherwise determined by the Managing Member from time to time or as may be set forth in such Regular Member’s Commitment Agreement or SMD Agreement, if any, or otherwise; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Regular Members based upon each Regular Member’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Company (including those specifically set forth in Sections 4.1(d) and 5.8(d)) shall be determined by the Managing Member. Regular Special Members shall not be required to make additional GP-Related Capital Contributions to the Company in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Regular Special Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided howeverprovided, that the Managing Member and any Regular Special Member may agree from time to time that such Regular Special Member shall make an additional GP-Related Capital Contribution to the Company; provided further, that each Investor Regular Special Member shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Company related to the GP-Related BCEP InvestmentCompany.

Capital Contributions by Members. (a) Each Regular Member shall be required to make capital contributions to the Company (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-Related Required Amounts”) as are required to satisfy the Company’s obligation to make capital contributions to BCEMA Associates in respect of the GP-Related BCEMA Associates Member Interest to fund BCEMA’s Associates’ capital contribution contributions with respect to any GP-Related BCEP BTO Investment and as are otherwise determined by the Managing Member from time to time or as may be set forth in such Regular Member’s Commitment Agreement or SMD Agreement, if any, or otherwise; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Regular Members based upon each Regular Member’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Company (including those specifically set forth in Sections 4.1(d) and 5.8(d)) shall be determined by the Managing Member. Regular Special Members shall not be required to make additional GP-Related Capital Contributions to the Company in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Regular Special Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided howeverprovided, that the Managing Member and any Regular Special Member may agree from time to time that such Regular Special Member shall make an additional GP-Related Capital Contribution to the Company; provided further, that each Investor Regular Special Member shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Company related to the GP-Related BCEP InvestmentBTO Interest.

Capital Contributions by Members. (a) Each Member shall be required to make capital contributions to the Company (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-Related Required Amounts”) as are required to satisfy the Company’s obligation to make capital contributions to BCEMA BEMA II in respect of the GP-Related BCEMA BEMA II Interest to fund BCEMABEMA II’s capital contribution with respect to any GP-Related BCEP BEP II Investment and as are otherwise determined by the Managing Member from time to time or as may be set forth in such Regular Member’s Commitment Agreement or SMD Agreement, if any, or otherwise; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Members based upon each Member’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Company (including those specifically set forth in Sections 4.1(d) and 5.8(d)) shall be determined by the Managing Member. Regular Members shall not be required to make additional GP-Related Capital Contributions to the Company in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Regular Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided howeverprovided, that the Managing Member and any Regular Member may agree from time to time that such Regular Member shall make an additional GP-Related Capital Contribution to the Company; provided further, that each Investor Regular Member shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Company related to the GP-Related BCEP BEP II Investment.

Capital Contributions by Members. (a) Each Member shall be required to make capital contributions to the Company (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-Related Required Amounts”) as are required to satisfy the Company’s obligation to make capital contributions to BCEMA BMA VII in respect of the GP-Related BCEMA BMA VII Interest to fund BCEMABMA VII’s capital contribution with respect to any GP-Related BCEP BCP VII Investment and as are otherwise determined by the Managing Member from time to time or as may be set forth in such Regular Member’s Commitment Agreement or SMD Agreement, if any, or otherwise; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Members based upon each Member’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Company (including those specifically set forth in Sections 4.1(d) and 5.8(d)) shall be determined by the Managing Member. Regular Members shall not be required to make additional GP-Related Capital Contributions to the Company in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Regular Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided howeverprovided, that the Managing Member and any Regular Member may agree from time to time that such Regular Member shall make an additional GP-Related Capital Contribution to the Company; provided further, that each Investor Regular Member shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Company related to the GP-Related BCEP BCP VII Investment.

Capital Contributions by Members. (a) Each Regular Member shall be required to make capital contributions to the Company (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-Related Required Amounts”) as are required to satisfy the Company’s obligation to make capital contributions to BCEMA Associates in respect of the GP-Related BCEMA Associates Member Interest to fund BCEMA’s Associates’ capital contribution with contributions in respect to of any GP-Related BCEP BCVP Investment and as are otherwise determined by the Managing Member from time to time or as may be set forth in such Regular Member’s Commitment Agreement or SMD Agreement, if any, or otherwise; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Regular Members based upon each Regular Member’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Company (including those specifically set forth in Sections 4.1(d) and 5.8(d)) shall be determined by the Managing Member. Regular Special Members shall not be required to make additional GP-Related Capital Contributions to the Company in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Regular Special Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided howeverprovided, that the Managing Member and any Regular Special Member may agree from time to time that such Regular Special Member shall make an additional GP-Related Capital Contribution to the Company; provided further, that each Investor Regular Special Member shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Company related to the GP-Related BCEP InvestmentBCVP Interest.

Capital Contributions by Members. (a) Each Regular Member shall be required to make capital contributions to the Company (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-Related Required Amounts”) as are required to satisfy the Company’s obligation to make capital contributions to BCEMA BCRED in respect of the GP-Related BCEMA BCRED Interest to fund BCEMA’s capital contribution with respect to any GP-Related BCEP BCRED Investment and as are otherwise determined by the Managing Member from time to time or as may be set forth in such Regular Member’s Commitment Agreement or SMD Agreement, if any, or otherwise; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Regular Members based upon each Regular Member’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Company (including those specifically set forth in Sections 4.1(d) and 5.8(d)) shall be determined by the Managing Member. Regular Special Members shall not be required to make additional GP-Related Capital Contributions to the Company in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Regular Special Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided howeverprovided, that the Managing Member and any Regular Special Member may agree from time to time that such Regular Special Member shall make an additional GP-Related Capital Contribution to the Company; provided further, that each Investor Regular Special Member shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Company related to the GP-Related BCEP InvestmentBCRED Interest.

Capital Contributions by Members. (a) Each Regular Member shall be required to make capital contributions to the Company (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-Related Required Amounts”) as are required to satisfy the Company’s obligation to make capital contributions to BCEMA Associates in respect of the GP-Related BCEMA Associates Interest to fund BCEMA’s Associates’ capital contribution contributions with respect to any GP-Related BCEP BTOSI – N Investment and as are otherwise determined by the Managing Member from time to time or as may be set forth in such Regular Member’s Commitment Agreement or SMD Agreement, if any, or otherwise; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Regular Members based upon each Regular Member’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Company (including those specifically set forth in Sections Section 4.1(d) and Section 5.8(d))) shall be determined by the Managing Member. Regular Special Members shall not be required to make additional GP-Related Capital Contributions to the Company in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Regular Special Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided howeverprovided, that the Managing Member and any Regular Special Member may agree from time to time that such Regular Special Member shall make an additional GP-Related Capital Contribution to the Company; provided further, that each Investor Regular Special Member shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Company related to the GP-Related BCEP InvestmentBTOSI – N Interest.

Capital Contributions by Members. (a) Each Except as agreed by the Managing Member and a Regular Member, such Regular Member shall not be required to make capital contributions to the Company (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-Related Required Amounts”) as are required to satisfy the Company’s obligation to make capital contributions to BCEMA BSSF II (or, if applicable, to the GP-Related Blackstone Entity) in respect of the GP-Related BCEMA BSSF II Interest to fund BCEMA’s capital contribution with respect to any GP-Related BCEP BSSF II Investment and as are otherwise determined by the Managing Member from time to time or as may be set forth in such Regular Member’s Commitment Agreement or SMD Agreement, if any, or otherwise; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Regular Members based upon each Regular Member’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Company (including those specifically set forth in Sections 4.1(d) and 5.8(d)) shall be determined by the Managing Member. Regular Special Members shall not be required to make additional GP-Related Capital Contributions to the Company in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Regular Special Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided howeverprovided, that the Managing Member and any Regular Special Member may agree from time to time that such Regular Special Member shall make an additional GP-Related Capital Contribution to the Company; provided further, that each Investor Regular Special Member shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Company related to the GP-Related BCEP InvestmentBSSF II Interest.

Capital Contributions by Members. (a) Each Except as agreed by the Managing Member and a Regular Member, such Regular Member shall not be required to make capital contributions to the Company (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-GP- Related Required Amounts”) as are required to satisfy the Company’s obligation to make capital contributions to BCEMA BCLA in respect of the GP-Related BCEMA BCLA Member Interest to fund BCEMABCLA’s capital contribution with in respect to of any GP-Related BCEP BCLP Investment and as are otherwise determined by the Managing Member from time to time or as may be set forth in such Regular Member’s Commitment Agreement or SMD Agreement, if any, or otherwisetime; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Regular Members based upon each Regular Member’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Company (including those specifically set forth in Sections 4.1(d) and 5.8(d)) shall be determined by the Managing Member. Regular Special Members shall not be required to make additional GP-Related Capital Contributions to the Company in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Regular Special Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided howeverprovided, that the Managing Member and any Regular Special Member may agree from time to time that such Regular Special Member shall make an additional GP-Related Capital Contribution to the Company; provided further, that each Investor Regular Special Member shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Company related to the GP-Related BCEP InvestmentCompany.

Capital Contributions by Members. (a) Each Regular Member shall be required to make capital contributions to the Company (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-Related Required Amounts”) as are required to satisfy the Company’s obligation to make capital contributions to BCEMA Associates II in respect of the GP-Related BCEMA Associates II Interest to fund BCEMAAssociates II’s capital contribution contributions with respect to any GP-Related BCEP BTO II Investment and as are otherwise determined by the Managing Member from time to time or as may be set forth in such Regular Member’s Commitment Agreement or SMD Agreement, if any, or otherwise; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Regular Members based upon each Regular Member’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Company (including those specifically set forth in Sections 4.1(d) and 5.8(d)) shall be determined by the Managing Member. Regular Special Members shall not be required to make additional GP-Related Capital Contributions to the Company in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Regular Special Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided howeverprovided, that the Managing Member and any Regular Special Member may agree from time to time that such Regular Special Member shall make an additional GP-Related Capital Contribution to the Company; provided further, that each Investor Regular Special Member shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Company related to the GP-Related BCEP InvestmentBTO II Interest.

Capital Contributions by Members. (a) Each Except as agreed by the Managing Member and a Regular Member, such Regular Member shall not be required to make capital contributions to the Company (“GP-Related Capital Contributions”) at such times and in such amounts (the “GP-Related Required Amounts”) as are required to satisfy the Company’s obligation to make capital contributions to BCEMA BMA V in respect of the GP-Related BCEMA BMA V Member Interest to fund BCEMABMA V’s capital contribution with in respect to of any GP-Related BCEP BCP V Investment and as are otherwise determined by the Managing Member from time to time or as may be set forth in such Regular Member’s Commitment Agreement or SMD Agreement, if any, or otherwisetime; provided, that additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Regular Members based upon each Regular Member’s Carried Interest Sharing Percentage. GP-Related Capital Contributions in excess of the GP-Related Required Amounts which are to be used for ongoing business operations (as distinct from financing, legal or other specific liabilities of the Company (including those specifically set forth in Sections 4.1(d) and 5.8(d)) shall be determined by the Managing Member. Regular Special Members shall not be required to make additional GP-Related Capital Contributions to the Company in excess of the GP-Related Required Amounts, except (i) as a condition of an increase in such Regular Special Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided howeverprovided, that the Managing Member and any Regular Special Member may agree from time to time that such Regular Special Member shall make an additional GP-Related Capital Contribution to the Company; provided further, that each Investor Regular Special Member shall maintain its GP-Related Capital Accounts at an aggregate level equal to the product of (i) its GP-Related Profit Sharing Percentage from time to time and (ii) the total capital of the Company related to the GP-Related BCEP InvestmentCompany.