Common use of Making of Capital Calls Clause in Contracts

Making of Capital Calls. (i) At any time and from time to time following the contribution of all Initial Capital Contributions, the Manager may determine that additional funds (a “Shortfall”) are reasonably required: (1) for costs contemplated by the initial Annual Budget attached hereto as Schedule 1, including but not limited to, costs associated with due diligence, costs of acquiring or renovating the Property (including capital improvements), startup costs or costs associated with working capital, but only to the extent not covered by the Initial Capital Contributions, as adjusted, made pursuant to Section 3.1; (2) to meet the ongoing obligations, liabilities, expenses or reasonable business needs of the Company in accordance with the then applicable Annual Budget to the extent not covered by the Initial Capital Contributions; (3) to pay Necessary Expenses whether or not provided for in the then applicable Annual Budget; or (4) to pay costs (other than Necessary Expenses) which are not provided for in the then applicable Annual Budget, but which are Approved by the Members. In the event of a Shortfall, the Manager may make a capital call (a “Capital Call”) to the Members to contribute their pro rata share (based on their relative Percentage Interests) of such Shortfall in accordance with the provisions of this Section 3.2, provided that the aggregate amount of capital that each of the Members is obligated to contribute to the Company pursuant to Section 3.1, this Section 3.2(a) and Section 3.3 (including any Capital Contributions deemed to be made by the Members but specifically excluding Capital Contributions for Approved Expense Shortfalls that are made after such Member has made aggregate Capital Contributions equal to such Member’s Maximum Amount) shall not exceed such Member’s Maximum Amount in the aggregate. (ii) In addition, if at any time or from time to time following the contribution of all Initial Capital Contributions, any Member determines that additional funds are reasonably required to fund Approved Expenses (“Approved Expenses Shortfall”) and the Manager has failed to make a Capital Call to fund such Approved Expenses under Section 3.2(a)(i)(2), (3) or (4) above, then either Member may (but shall not be obligated to) send written notice to the Manager of such Approved Expense Shortfall, and if, within five (5) Business Days after receiving the notice, the Manager fails to make a Capital Call to fund such Approved Expense Shortfall, such Member may (but shall not be obligated to) make a Capital Call request that the Members contribute their pro rata share (based on their relative Percentage Interests) of such Approved Expense Shortfall. (iii) If a Member fails to timely make any Capital Contributions required to fund a Shortfall under Section 3.2(a)(i) or an Approved Expense Shortfall under Section 3.2(a)(ii) from the date hereof until such Member has made aggregate Capital Contributions (other than Preferred Contributions and Capital Contributions that are reimbursed to such Member on or prior to the date of such Capital Contribution by distributions under Section 3.3(b)) equal to its Maximum Amount, then any Member who is not a Defaulting Member at such time may either pursue (a) all of its rights and remedies at law and in equity (including, notwithstanding any approval requirements in this Agreement to the contrary, causing the Company to pursue such unfunded Capital Contributions) or (b) any remedies available pursuant to Section 3.4. After a Member has made aggregate Capital Contributions (other than Preferred Contributions and Capital Contributions that are reimbursed to such Member on or prior to the date of such Capital Contribution by distributions under Section 3.3(b)), in excess of its Maximum Amount, then any additional Capital Contributions will be made pursuant to Section 3.2(a)(i)(2),(3) or (4) or Section 3.2(a)(ii) only, and the sole remedies for such Member’s failure to make such additional Capital Contributions to fund an Approved Expenses Shortfall shall be limited to those set forth in Section 3.4.

Making of Capital Calls. (i) At any time and from time to time following the contribution of all Initial Capital Contributions, the Manager may determine that additional funds (a “Shortfall”) are reasonably required: (1) for costs contemplated by the initial Annual Budget attached hereto as Schedule 11 and the initial Renovations Budget attached hereto as Schedule 2, including but not limited to, costs associated with due diligence, to costs of acquiring leasing or renovating the Property (including capital improvementsimprovements and other Renovation Costs), startup costs or costs associated with working capital, but only to the extent not covered by the Initial Capital Contributions, as adjusted, made pursuant to Section 3.1; (2) to meet the ongoing obligations, liabilities, expenses or reasonable business needs of the Company in accordance with the then applicable Annual Budget to the extent not covered by the Initial Capital Contributions; (3) to pay Necessary Expenses whether or not provided for in the then applicable Annual Budget; or (4) to pay costs (other than Necessary Expenses) which are not provided for in the then applicable Annual Budget, but which are Approved by the Members. In the event of a Shortfall, the Manager may make a capital call (a “Capital Call”) to the Members to contribute their pro rata share (based on their relative Percentage Interests) of such Shortfall in accordance with the provisions of this Section 3.2, provided that the aggregate amount of capital that each of the Members is obligated to contribute to the Company pursuant to Section 3.1, and this Section 3.2(a) and Section 3.3 (including any Capital Contributions deemed to be made by the Members but specifically excluding Capital Contributions for Approved Expense Shortfalls that are made after such Member has made aggregate Capital Contributions equal to such Member’s Maximum Amount) shall not exceed such Member’s Maximum Amount in the aggregate. (ii) In addition, if at any time or from time to time following the contribution of all Initial Capital Contributions, any Member determines that additional funds are reasonably required to fund Approved Expenses (“Approved Expenses Shortfall”) and the Manager has failed to make a Capital Call to fund such Approved Expenses under Section 3.2(a)(i)(2), (3) or (4) above, then either Member may (but shall not be obligated to) send written notice to the Manager of such Approved Expense Shortfall, and if, within five (5) Business Days after receiving the notice, the Manager fails to make a Capital Call to fund such Approved Expense Shortfall, such Member may (but shall not be obligated to) make a Capital Call request that the Members contribute their pro rata share (based on their relative Percentage Interests) of such Approved Expense Shortfall. (iii) If a Member fails to timely make any Capital Contributions required to fund a Shortfall under Section 3.2(a)(i) or an Approved Expense Shortfall under Section 3.2(a)(ii) from the date hereof until such Member has made aggregate Capital Contributions (other than Preferred Contributions and Capital Contributions that are reimbursed to such Member on or prior to the date of such Capital Contribution by distributions under Section 3.3(b)Contributions) equal to its Maximum Amount, then any Member who is not a Defaulting Member at such time may either pursue (a) all of its rights and remedies at law and in equity (including, notwithstanding any approval requirements in this Agreement to the contrary, causing the Company to pursue such unfunded Capital Contributions) or (b) any remedies available pursuant to Section 3.4. After a Member has made aggregate Capital Contributions (other than Preferred Contributions and Capital Contributions that are reimbursed to such Member on or prior to the date of such Capital Contribution by distributions under Section 3.3(b)), Contributions) in excess of its Maximum Amount, then any additional Capital Contributions will be made pursuant to Section 3.2(a)(i)(2),(3) or (4) or Section 3.2(a)(ii) only, and the sole remedies for such Member’s failure to make such additional Capital Contributions to fund an Approved Expenses Shortfall shall be limited to those set forth in Section 3.4.