Fill and Sign the 072b Clauses Relating to Future Capital Calls Form

-1- 6.07[2][b] Clauses Relating to Future Capital Calls Example 1 (General Partnership Venture; Obligation to Make Additional Capital Contributions Subject to Cap):Section 1.01. Additional Contributions. The Managing Board may call for additional capital contributions to the Venture, provided that the timing and amount of such call must be reasonable in view of the current and reasonably foreseeable future needs of the Venture. The amount to be contributed by each Venturer shall be in the same proportion as each Venturer's percentage interest in the Venture as provided in Section _____. No Venturer shall be required to make contributions pursuant to this Section 1.01 which in the aggregate shall exceed $_____. Example 2 (General Partnership Joint Venture; No Obligation to Make Additional Contributions): Section 1.01. Additional Contributions. The Partners intend that all working capital needs of the Partnership beyond the initial working capital referred to in Section _____ will be funded from the operation of the Partnership or from borrowings by the Partnership approved by the Managing Board. Unless otherwise agreed by the Partners, neither Partner shall have any obligation to make any additional capital contributions to the Partnership or to advance any funds thereto. Example 3 (General Partnership Venture; Obligation to Make Additional Contributions): Section 1.01. Additional Capital. The Partnership Board may call for additional capital contributions to the Partnership by a Supermajority Vote, provided that the timing and amount of such call must be reasonable in view of the current and reasonably foreseeable future needs of the Partnership. The amount to be contributed by each Partner in response to each such call shall be in proportion to its Profit/Loss Interest at the time such call is issued. Section 1.02. Failure to Pay Capital. Should any Partner (the "Defaulting Partner") fail to pay the amount of capital contributions at the time or in the full amount required of it under the call therefor, any other Partner may, at its election, after giving the requisite notice and only upon expiration of the "cure" period defined below, pay to the Partnership all or a portion of that amount; provided, however, that any Partner that intends to make such a payment shall first provide notice of that intention to all other Partners; and the Defaulting Partner shall have a reasonable period of time under the circumstances, taking into account the schedule on which such additional capital is needed to carry out Partnership operations, but not to exceed thirty (30) days, to cure its failure to pay by making payment of the required capital contributions, plus interest on such amount from the date it was due until the date paid, at the Prime Rate plus two percent (2%). If the Defaulting Partner has so effected its cure, no Partner will have any further rights under this Section with respect to the failure which has been cured. Any Partner which makes a payment to the Partnership on behalf of a Defaulting Partner pursuant to this Section 1.02 (a "Contributing Partner") shall have the option to treat the payment as (i) an additional contribution to the capital of the Partnership, or (ii) a loan to the defaulting Partner. Such election shall be made in writing, with notice to all other Partners. If more than one Partner elects to be a Contributing Partner, then all Contributing Partners shall contribute on a pro rata basis determined by the ratio of the respective Profit/Loss Interests of the Contributing Partners. If any Contributing Partner has elected to treat its payment as an -2- additional contribution to capital, its respective Capital Interests and Profit/Loss Interests shall, after it makes such payment, be adjusted accordingly. If a Contributing Partner has elected to treat its payment as a loan to the Defaulting Partner, then the Profit/Loss and Capital Interests of the Defaulting Partner shall be adjusted as if the Defaulting Partner had made a contribution to the capital of the Partnership in the amount of the loan, and the amount so advanced by a Contributing Partner on behalf of the Defaulting Partner shall be a debt of the Defaulting Partner to the Contributing Partner and shall bear interest at the Prime Rate plus two percent (2%). Thereafter, all distributions of cash from the Partnership that would be made to the Defaulting Partner shall instead be paid to the Contributing Partner until such time as the principal and interest of the loan(s) have been paid in full, either as a result of such distribution, or by direct repayment from the Defaulting Partner to the Contributing Partner, or a combination thereof.Section 1.03. No Other Contributions. Except as otherwise provided in the preceding Section 1.02, no Partner shall make contributions to the capital of the Partnership in excess of the amount determined pursuant to Section 1.02, without the prior written consent of all other Partners, which consent shall be subject to each Partner's sole discretion.