Common use of Capital Contributions by Members Clause in Contracts

Capital Contributions by Members. (a) Except as agreed by the Managing Member and a Regular Member, each Regular Member shall not be required to make capital contributions (“GP-Related Capital Contributions”) equal to such amounts and at such times (the “GP-Related Required Amounts”) as determined by the Managing Member from time to time; provided, that (i) such additional GP-Related Capital Contributions may be made pro rata among the Regular Members based upon the allocation of the Carried Interest in each GP-Related BREP VI Investment by the Managing Member and (ii) additional 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. Special Members shall not be required to make additional GP-Related Capital Contributions to the Company except (i) as a condition of an increase in such Special Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided, that the Managing Member and any Special Member may agree from time to time that such Special Member shall make an additional GP-Related Capital Contribution to the Company; provided further, that each Investor Special Member shall maintain its GP-Related Capital Account at a 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 Member Interests.

Capital Contributions by Members. (a) Except as agreed by the Managing Member and a Regular Member, each Each Regular Member shall not be required to make capital contributions to the Company (“GP-Related Capital Contributions”) equal to such amounts and 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 Associates in respect of the GP-Related Associates Member Interest to fund Associates’ capital contributions with respect to any GP-Related BEP Investment and as are otherwise determined by the Managing Member from time to timetime or as may be set forth in such Regular Member’s Commitment Agreement or SMD Agreement, if any; provided, that (i) such additional GP-Related Capital Contributions in excess of the GP-Related Required Amounts may be made pro rata among the Regular Members based upon the allocation of the each Regular Member’s Carried Interest in each GP-Related BREP VI Investment by the Managing Member and (ii) additional 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. 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 Special Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided, that the Managing Member and any Special Member may agree from time to time that such Special Member shall make an additional GP-Related Capital Contribution to the Company; provided further, that each Investor Special Member shall maintain its GP-Related Capital Account at a 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 Member Interests.or

Capital Contributions by Members. (a) Except as agreed by the Managing Member and a Regular Member, each such Regular Member shall not be required to make capital contributions (“GP-Related Capital Contributions”) equal to such amounts and the Company at such times and in such amounts as are required to fund the Company’s capital contribution in respect of any BCOM Investment (the “GP-Related Required AmountsAmount”) and as are otherwise determined by the Managing Member from time to time; provided, that (i) such additional GP-Related Capital Contributions capital contributions in excess of the Required Amounts may be made pro rata among the Regular Members based upon the allocation of the each Regular Member’s Carried Interest in each GP-Related BREP VI Investment by the Managing Member and (ii) additional GP-Related Sharing Percentage. 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(d5.7(d)) shall be determined by the Managing Member. Special Members shall not be required to make additional GP-Related Capital Contributions capital contributions to the Company in excess of the Required Amounts, except (i) as a condition of an increase in such Special Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided, that the Managing Member and any Special Member may agree from time to time that such Special Member shall may make an additional GP-Related Capital Contribution capital contribution to the Company; provided further, that each Investor Special Member shall maintain its GP-Related Capital Account capital account at a 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 Member InterestsCompany.

Capital Contributions by Members. (a) Except as agreed by the Managing Member and a Regular Member, each such Regular Member shall not be required to make capital contributions (“GP-Related Capital Contributions”) equal to such amounts and at such times (the “GP-Related Required Amounts”) Amounts as determined by the Managing Member from time to time; provided, that (i) such additional GP-Related Capital Contributions capital contributions may be made pro rata among the Regular Members based upon the allocation of the Carried Interest in each GP-Related BREP VI IV Investment by the Managing Member and (ii) additional GP-Related Capital Contributions 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 MemberMember in its sole discretion. Special Members shall not be required to make additional GP-Related Capital Contributions capital contributions to the Company except (i) as a condition of an increase in such Special Member’s GP-Related 's Profit Sharing Percentage or (ii) as specifically set forth in this AgreementAgreement or as determined by the Managing Member; provided, that the Managing Member and any Special Member may agree from time to time that such Special Member shall make an additional GP-Related Capital Contribution capital contribution to the Company; provided further, that each Investor Special Member shall maintain its GP-Related Capital Account capital account at a 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 Member InterestsCompany.

Capital Contributions by Members. (a) Except as agreed by the Managing Member and a Regular Member, each such Regular Member shall not be required to make capital contributions (“GP-Related Capital Contributions”) equal to such amounts and the Company at such times and in such amounts as are required to fund the Company's capital contribution in respect of any BCP IV Investment (the “GP-Related "Required Amounts”") and as are otherwise determined by the Managing Member from time to time; provided, that (i) such additional GP-Related Capital Contributions capital contributions in excess of the Required Amounts may be made pro rata among the Regular Members based upon the allocation of the each Regular Member’s Carried Interest in each GP-Related BREP VI Investment by the Managing Member and (ii) additional GP-Related Sharing Percentage. 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 MemberMember in its sole discretion. Special Members shall not be required to make additional GP-Related Capital Contributions capital contributions to the Company in excess of the Required Amounts, except (i) as a condition of an increase in such Special Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this AgreementAgreement or as determined by the Managing Member; provided, that the Managing Member and any Special Member may agree from time to time that such Special Member shall make an additional GP-Related Capital Contribution capital contribution to the Company; provided further, that each Investor Special Member shall maintain its GP-Related Capital Account capital account at a 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 Member InterestsCompany.

Capital Contributions by Members. (a) Except as agreed by the Managing Member and a Regular Member, each such Regular Member shall not be required to make capital contributions (“GP-Related Capital Contributions”) equal to such amounts and at such times (the “GP-Related Required Amounts”) Amounts as determined by the Managing Member from time to time; provided, that (i) such additional GP-Related Capital Contributions capital contributions may be made pro rata among the Regular Members based upon the allocation of the Carried Interest in each GP-Related BREP VI BMEZP II Investment by the Managing Member and (ii) additional GP-Related Capital Contributions 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. Special Members (other than Special Members or any affiliates thereof) shall not be required to make additional GP-Related Capital Contributions capital contributions to the Company except (i) as a condition of an increase in such Special Member’s GP-Related Profit Sharing Percentage or (ii) as specifically set forth in this Agreement; provided, that the Managing Member and any Special Member may shall agree from time to time that such Special Member shall make an additional GP-Related Capital Contribution capital contribution to the Company; provided further, that each Investor Special Member shall maintain its GP-Related Capital Account capital account at a 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 Member InterestsCompany.