Common use of Subsequent Fundings Clause in Contracts

Subsequent Fundings. (a) In the event it is determined by the Manager that funds are required (i) in connection with any of the purposes set forth in Section 2.4, (ii) to pay for fees, costs or expenses payable by the Company pursuant to this Agreement or (iii) otherwise to meet the Company’s then existing obligations, then the Manager shall give written notice (a “Call Notice”) to each of the Members specifying the aggregate amount of the funds required (the “Call Amount”) and each Member’s Percentage Interest at such time. Each of the Members shall have the right, but not the obligation, within ten (10) days after delivery of the Call Notice, to fund any such further Capital Contributions in an amount equal to its respective Percentage Interest (at such time) of such Call Amount. Promptly thereafter, the Majority Member shall make an additional Capital Contribution equal to the positive difference of such Call Amount minus the portion thereof that was actually funded by Attollo, and the Members’ Percentage Interests shall be adjusted accordingly. (b) In the event it is determined by the Manager that funds are required to pay for Necessary Expenses, then in lieu of issuing a Call Notice pursuant to Section 5.2(a), the Manager may elect (in its sole discretion) to give written notice (a “Special Call Notice”) to each of the Members specifying the aggregate amount of the funds required (the “Special Call Amount”) and each Member’s Percentage Interest at such time. Each of the Members shall have the right, but not the obligation, within ten (10) days after delivery of the Special Call Notice, to fund any such further Capital Contributions in an amount equal to its respective Percentage Interest (at such time) of such Special Call Amount. Promptly thereafter, the Majority Member shall make an additional Capital Contribution equal to the positive difference of such Special Call Amount minus the portion thereof that was actually funded by Attollo. Capital Contributions funded pursuant to this Section 5.2(b) shall be known as “Special Contributions” and shall not affect a Member’s Percentage Interest. (c) No Member shall be required to make a Capital Contribution except as provided in this Agreement.

Subsequent Fundings. (a) In If the event it is determined by the Manager that funds are required (i) in connection with any of the purposes set forth in Section 2.4, (ii) to pay for fees, costs or expenses payable by the Company pursuant to this Agreement or (iii) otherwise to meet the Company’s then existing obligations, then the Manager shall give written notice (a “Call Notice”) to each of the Members specifying the aggregate original principal amount of the funds required (the “Call Amount”) and each Member’s Percentage Interest at such time. Each of the Members shall have the right, but not the obligation, within ten (10) days after delivery of the Call Notice, to fund any such further Capital Contributions in an amount equal to its respective Percentage Interest (at such time) of such Call Amount. Promptly thereafterInitial Funding is less than $8.0 million, the Majority Member shall make an additional Capital Contribution equal to the positive difference of such Call Amount minus the portion thereof that was actually funded by AttolloCompany may, and the Members’ Percentage Interests shall be adjusted accordingly. (b) In the event it is determined by the Manager that funds are required to pay for Necessary Expenses, then in lieu of issuing a Call Notice pursuant to Section 5.2(a), the Manager may elect (in its sole discretion, notify the Lender in writing that it desires to borrow some or all of the remaining balance through the issuance of up to three additional Notes in up to three Subsequent Fundings. To be valid, any such notification must (i) be given within one year after the Initial Funding Date and (ii) specify the amount being borrowed (which amount shall not (A) exceed $8.0 million minus the original principal amount(s) of the previously issued Note(s) or (B) be less than the lesser of $1.0 million or the remaining amount available to give be drawn hereunder). If any such notification is received by the Lender, within 21 days after that receipt (or such other date as the parties may mutually agree in writing), the parties shall thereafter be obligated to complete that Subsequent Funding, so long as there is no existing or anticipated default by the Company under any of the existing Transaction Documents (as defined below); provided, however, that the Company may withdraw any notification by written notice (to the Lender at least three days prior to the date that has been set to complete that Subsequent Funding. At each Subsequent Funding the Lender shall purchase a “Special Call Notice”) Note from the Company in the principal amount designated by the Company in the notification, and the Company agrees to each sell that Note to the Lender. Out of the Members specifying Purchase Price for any such Note there shall be paid to the aggregate amount Lender (i) non-refundable pre-paid pro-rated interest as provided in such Note and (ii) such other amounts, including the fees and expenses of the funds required Lender, as the Company and the Lender agree shall be included in disbursement instructions (the “Special Call AmountSubsequent Disbursement Instructions”) substantially similar to the Initial Disbursement Instructions (to the extent appropriate). The disbursements listed in the Subsequent Disbursement Instructions shall be made as specified therein. On or before the date of each Subsequent Funding, (i) the Company shall have delivered to the Escrow Agent originals of (A) the Note being sold pursuant to such Subsequent Funding, (B) the Subsequent Disbursement Instructions and each Member’s Percentage Interest at (C) such time. Each other items as may be required by this Agreement or any of the Members other Closing Documents (collectively, the “Subsequent Funding Documents”), each duly authorized and executed by the Company and/or any other parties thereto (other than the Lender), and (ii) the Lender shall have the right, but not the obligation, within ten (10) days after delivery of the Special Call Notice, to fund any such further Capital Contributions in an amount equal to its respective Percentage Interest (at such time) of such Special Call Amount. Promptly thereafter, the Majority Member shall make an additional Capital Contribution equal delivered to the positive difference Escrow Agent (A) the Purchase Price and (B) executed originals of such Special Call Amount minus the portion thereof that was actually funded by Attollo. Capital Contributions funded pursuant to this Section 5.2(b) shall be known as “Special Contributions” and shall not affect a Member’s Percentage Interest. (c) No Member shall be those Subsequent Funding Documents which are required to make a Capital Contribution except as provided in this Agreementbe signed by the Lender.