Other Capital Calls. The General Partner may determine in its sole and absolute discretion at any time or from time to time that the Partnership requires additional capital to meet its obligations for extraordinary expenses such as litigation expenses, or other expenses of the Partnership. In the event the General Partner issues such a capital call, each Partner shall make a capital contribution to the Partnership in immediately available funds in an amount equal to the product of (A) the amount of such required capital and (B) such Partner’s Profit Sharing Percentage; provided that the General Partner may calculate the capital contributions to be made by the Partners with respect to such expenses on any other basis (including on the basis of Unpaid Capital Commitments and/or requiring certain, but not all, Partners to make capital contributions for extraordinary expenses) if the General Partner determines in good faith that such other basis is clearly more equitable; provided, further, that no Partner shall be required to make a capital contribution pursuant to this Section 5.1(a)(ii) in an amount greater than its Unpaid Capital Commitment. The General Partner shall give each Partner at least five Business Days prior notice of the amount to be contributed by such Partner pursuant to this Section 5.1(a)(ii). Any amount so contributed by a Partner shall reduce such Partner’s Unpaid Capital Commitment. The General Partner, on behalf of the Partnership, may determine, in its sole discretion, to advance funds out of the Operating Reserve to any Partner to fund such Partner’s capital contributions.
Other Capital Calls. The Management Committee may determine in its sole and absolute discretion at any time or from time to time that the Company requires additional capital to meet its obligations for extraordinary expenses such as litigation expenses or other expenses of the Company. In the event the Management Committee issues such a capital call, each Member shall make a capital contribution to the Company in immediately available funds in an amount equal to the product of (A) the amount of such required capital and (B) such Member’s Profit Sharing Percentage applicable to Unfunded Portfolio Investments; provided that the Management Committee may calculate the capital contributions to be made by the Members with respect to such expenses on any other basis (including on the basis of Unpaid Capital Commitments and/or requiring certain, but not all, Members to make capital contributions for extraordinary expenses) if the Management Committee determines in good faith that such other basis is clearly more equitable; provided, further, that no Contributing Member shall be required to make a capital contribution pursuant to this Section 5.1(a)(ii) in an amount greater than its Unpaid Capital Commitment. The Management Committee shall give each Member at least five Business Days prior notice of the amount to be contributed by such Member pursuant to this Section 5.1(a)(ii). Any amount so contributed by a Contributing Member shall reduce such Contributing Member’s Unpaid Capital Commitment. The Company may determine, in the sole discretion of the Management Committee, to advance funds out of the Operating Reserve to any Member to fund such Member’s capital contributions.
Other Capital Calls. Subject to Section 5.1, at any time prior to the occurrence of any Bankruptcy Event that (i) the Board determines by Supermajority Approval to call for any Capital Contributions from the Class A Members, other than those set forth in Sections 5.2(a)-(c), as needed for the Company to operate in the ordinary course and meet and satisfy its short term liabilities, (ii) the Board or a Principal Member determines to call capital based on a reasonable determination made in good faith that the Company requires capital to fund (but not to exceed, together with any then previously made Other Capital Calls with respect thereto) the amounts set forth in the then current LLC Budget for the purposes set forth in such LLC Budget, or (iii) the Board expressly determines by Supermajority Approval to otherwise call for any Capital Contributions of the Class A Members (any such capital call described in the foregoing clauses (i) through (iii), an “Other Capital Call”), the Company shall make such Other Capital Call, and each Class A Member shall have the right and, except for any Other Capital Call pursuant to Section 5.2(d)(iii), obligation to make an Additional Capital Contribution in an amount equal to its Pro Rata portion of the Other Capital Call in accordance with the Other Capital Call. Each Other Capital Call shall state (v) the aggregate amount of the additional capital called for, (w) the payment date (which may not be less than ten (10) Business Days after the delivery of the Other Capital Call), (x) the purposes for which the additional capital will be utilized in reasonable detail (including a reference to the applicable funding in the LLC Budget against which such capital will be applied), (y) a detailed explanation for any material variance from the applicable LLC Budget and (z) the Applicable Price per Unit. Any Other Capital Call described in this Section 5.2(d)(iii) is an Optional Capital Call. All other Other Capital Calls are Mandatory Capital Calls.
