Common use of Mandatory Additional Capital Contributions Clause in Contracts

Mandatory Additional Capital Contributions. (A) No Partner may decline to make any of its Requested Contributions unless, and then only to the extent that, (I) with respect to Requested Contributions with Contribution Dates during any Fiscal Year in the Initial Two-Year Period, the amount of the Requested Contribution of such Partner, when added to the sum of (a) the cumulative amount of all Requested Contributions theretofore requested of and made by such Partner during the same Fiscal Year plus (b) the amount of any Preemptive Contribution made by such Partner during the same Fiscal Year, would exceed the sum of (x) such Partner's Capital Commitment with respect to such Fiscal Year and (y) the product of such Partner's initial Percentage Interest times any Excess Contribution Amount for such Fiscal Year if and to the extent that such Partner's Representative(s) voted for approval of the Annual Budget pursuant to which the Excess Contribution Amount is being requested or voted in favor of requesting (or delegating to the Chief Executive Officer the authority to request) such Excess Contribution Amount, and (II) with respect to Requested Contributions with Contribution Dates during any Fiscal Year after the Initial Two-Year Period, none of such Partner's Representative(s) voted for approval of the Annual Budget that provides for the Additional Contribution Amount being requested and none of such Partner's Representatives voted in favor of requesting (or delegating to the Chief Executive Officer the authority to request) such Additional Contribution Amount or such Partner was an Exclusive Limited Partner at the time of such vote. Notwithstanding the preceding sentence, a Partner will not be entitled to decline to make any Requested Contribution with a Contribution Date during the last Fiscal Year in the Initial Two- Year Period or in any Fiscal Year thereafter covered by the Initial Business Plan except to the extent such Requested Contribution, when added to the aggregate amount of Original Capital Contributions and Additional Capital Contributions made or requested to be made by such Partner (excluding any PioneerCo Contribution) prior to the Contribution Date of such Requested Contribution, exceeds such Partner's Mandatory Contribution. (B) Subject to Section 2.3(b)(ii)(A), if a Partner was a Declining Partner with respect to an Accelerated Contribution Amount (with respect to any such Partner, its "Declined Accelerated Contribution"), then, to the extent that there is a Shortfall in connection with a Requested Contribution with a Contribution Date during the last Fiscal Year in the Initial Two-Year Period that is not fully allocated to one or more Contributing Partners pursuant to Section 2.4(a) (an "Unfunded Shortfall"), such Partner shall be required to make an Additional Capital Contribution to the Partnership up to an amount equal to such Partner's initial Percentage Interest of the portion of the Planned Capital Amount set forth in the Initial Business Plan for such last Fiscal Year that was accelerated to the prior Fiscal Year (but only to the extent of such Declined Accelerated Contribution and, if there is more than one such Partner, pro rata in proportion to the aggregate amounts of the previously unfunded Declined Accelerated Contributions of each such Partner). Any such required Additional Capital Contribution shall be contributed by such Partner within ten (10) days of notice to such Partner by the Chief Executive Officer that there exists an Unfunded Shortfall with respect to which such Partner is required to make an Additional Capital Contribution pursuant to the preceding sentence, which notice shall set forth the amount of the Additional Capital Contribution required of such Partner and the applicable Contribution Date and shall otherwise constitute an Additional Contribution Notice for purposes of this Agreement.

Mandatory Additional Capital Contributions. (A) No Partner may decline to make any of its Requested Contributions unless, and then only to the extent that, (I) with respect to Requested Contributions with Contribution Dates during any Fiscal Year in the Initial Two-Year Period, the amount of the Requested Contribution of such Partner, when added to the sum of (a) the cumulative amount of all Requested Contributions theretofore requested of and made by such Partner during the same Fiscal Year plus (b) the amount of any Preemptive Contribution made by such Partner during the same Fiscal Year, would exceed the sum of (x) such Partner's Capital Commitment with respect to such Fiscal Year and (y) the product of such Partner's initial Percentage Interest times any Excess Contribution Amount for such Fiscal Year if and to the extent that such Partner's Representative(s) voted for approval of the Annual Budget pursuant to which the Excess Contribution Amount is being requested or voted in favor of requesting (or delegating to the Chief Executive Officer the authority to request) such Excess Contribution Amount, and (II) with respect to Requested Contributions with Contribution Dates during any Fiscal Year after the Initial Two-Year Period, none of such Partner's Representative(s) voted for approval of the Annual Budget that provides for the Additional Contribution Amount being requested and none of such Partner's Representatives voted in favor of requesting (or delegating to the Chief Executive Officer the authority to request) such Additional Contribution Amount or such Partner was an Exclusive Limited Partner at the time of such vote. Notwithstanding the preceding sentence, a Partner will not be entitled to decline to make any Requested Contribution with a Contribution Date during the last Fiscal Year in the Initial Two- Two-Year Period or in any Fiscal Year thereafter covered by the Initial Business Plan except to the extent such Requested Contribution, when added to the aggregate amount of Original Capital Contributions and Additional Capital Contributions made or requested to be made by such Partner (excluding any PioneerCo Contribution) prior to the Contribution Date of such Requested Contribution, exceeds such Partner's Mandatory Contribution. (B) Subject to Section 2.3(b)(ii)(A), if a Partner was a Declining Partner with respect to an Accelerated Contribution Amount (with respect to any such Partner, its "Declined Accelerated Contribution"), then, to the extent that there is a Shortfall in connection with a Requested Contribution with a Contribution Date during the last Fiscal Year in the Initial Two-Year Period that is not fully allocated to one or more Contributing Partners pursuant to Section 2.4(a) (an "Unfunded Shortfall"), such Partner shall be required to make an Additional Capital Contribution to the Partnership up to an amount equal to such Partner's initial Percentage Interest of the portion of the Planned Capital Amount set forth in the Initial Business Plan for such last Fiscal Year that was accelerated to the prior Fiscal Year (but only to the extent of such Declined Accelerated Contribution and, if there is more than one such Partner, pro rata in proportion to the aggregate amounts of the previously unfunded Declined Accelerated Contributions of each such Partner). Any such required Additional Capital Contribution shall be contributed by such Partner within ten (10) days of notice to such Partner by the Chief Executive Officer that there exists an Unfunded Shortfall with respect to which such Partner is required to make an Additional Capital Contribution pursuant to the preceding sentence, which notice shall set forth the amount of the Additional Capital Contribution required of such Partner and the applicable Contribution Date and shall otherwise constitute an Additional Contribution Notice for purposes of this Agreement.

Mandatory Additional Capital Contributions. (A) No Partner may decline to make any of its Requested Contributions unless, and then only to the extent that, (I) with respect to Requested Contributions with Contribution Dates during any Fiscal Year in the Initial Two-Year Period, the amount of the Requested Contribution of such Partner, when added to the sum of (a) the cumulative amount of all Requested Contributions theretofore requested of and made by such Partner during the same Fiscal Year plus (b) the amount of any Preemptive Contribution made by such Partner during the same Fiscal Year, would exceed the sum of (x) such Partner's Capital Commitment with respect to such Fiscal Year and (y) the product of such Partner's initial Percentage Interest times any Excess Contribution Amount for such Fiscal Year if and to the extent that such Partner's Representative(s) voted for approval of the Annual Budget pursuant to which the Excess Contribution Amount is being requested or voted in favor of requesting (or delegating to the Chief Executive Officer the authority to request) such Excess Contribution Amount, and (II) with respect to Requested Contributions with Contribution Dates during any Fiscal Year after the Initial Two-Year Period, none of such Partner's Representative(s) voted for approval of the Annual Budget that provides for the Additional Contribution Amount being requested and none of such Partner's Representatives voted in favor of requesting (or delegating to the Chief Executive Officer the authority to request) such Additional Contribution Amount or such Partner was an Exclusive Limited Partner at the time of such vote. Notwithstanding the preceding sentence, a Partner will not be entitled to decline to make any Requested Contribution with a Contribution Date during the last Fiscal Year in the Initial Two- Two-Year Period or in any Fiscal Year thereafter covered by the Initial Business Plan except to the extent such Requested Contribution, when added to the aggregate amount of Original Capital Contributions and Additional Capital Contributions made or requested to be made by such Partner (excluding any PioneerCo Contribution) prior to the Contribution Date of such Requested Contribution, exceeds such Partner's Mandatory Contribution. (B) Subject to Section 2.3(b)(ii)(A), if a Partner was a Declining Partner with respect to an Accelerated Contribution Amount (with respect to any such Partner, its "Declined Accelerated Contribution"), then, to the extent that there is a Shortfall in connection with a Requested Contribution with a Contribution Date during the last Fiscal Year in the Initial Two-Year Period that is not fully allocated to one or more Contributing Partners pursuant to Section 2.4(a) (an "Unfunded Shortfall"), such Partner shall be required to make an Additional Capital Contribution to the Partnership up to an amount equal to such Partner's initial Percentage Interest of the portion of the Planned Capital Amount set forth in the Initial Business Plan for such last Fiscal Year that was accelerated to the prior Fiscal Year (but only to the extent of such Declined Accelerated Contribution and, if there is more than one such Partner, pro rata in proportion to the aggregate amounts of the previously unfunded Declined Accelerated Contributions of each such Partner). Any such required Additional Capital Contribution shall be contributed by such Partner within ten (10) days of notice to such Partner by the Chief Executive Officer that there exists an Unfunded Shortfall with respect to which such Partner is required to make an Additional Capital Contribution pursuant to the preceding sentence, which notice shall set forth the amount of the Additional Capital Contribution required of such Partner and the applicable Contribution Date and shall otherwise constitute an Additional Contribution Notice for purposes of this Agreement.