Common use of Deficit Capital Accounts Clause in Contracts

Deficit Capital Accounts. Except as provided in this Section 10.3, no Member shall be obligated to contribute cash to restore a deficit in its Capital Account. Notwithstanding the foregoing, each Member shall have the right by written notice signed by such Member to the Company (with a copy to all other Members) (the “DRO Notice”), at any time and in its sole discretion, to elect to undertake or increase the amount of, a limited deficit restoration obligation, the amount of which shall be specified in such DRO Notice (which amount is the “DRO Limit”). Nothing contained in this Agreement shall obligate any Member to issue a DRO Notice. A DRO Notice given by a Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this Agreement without any further action by any party, and the corresponding limited deficit restoration obligation for such Member shall be considered part of a Consistent Return for purposes this Agreement. Further, upon the earlier of (a) the point in time at which the absolute value of the deficit balance in a Member’s Capital Account equals or exceeds its DRO Limit and (b) the end of the first Taxable Year during which the absolute value of the deficit balance in a Member’s Capital Account as of the end of such Taxable Year is less than the absolute value of the deficit balance in such Member’s Capital Account as of the end of the immediately preceding Taxable Year, such Member’s DRO Limit shall be automatically decreased (but not increased) at the end of such Taxable Year and each subsequent Taxable Year to an amount equal to the excess, if any, of (1) the absolute value of the deficit balance (if any) in such Member’s Capital Account at the end of such Taxable Year (prior to taking into account such reduction) over (2) the amount that such Member is deemed to be obligated to restore pursuant to the penultimate sentences in Treasury Regulation Sections 1.704-2(g)(1) and 1.704- 2(i)(5) as of the time of such reduction. In the event there is a “liquidation” of a Member’s interest in the Facility Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), after giving effect to all allocations (including, for the avoidance of doubt, such Member’s share of any Facility Company Minimum Gain and Member Nonrecourse Debt Minimum Gain and the allocations pursuant to Section 10.2), all distributions and all Capital Contributions for all periods, if that Member has a deficit balance in its Capital Account, calculated in accordance with this Agreement and without regard to such Members’ obligation pursuant to this Section 10.3 (except to the extent disregarding such obligation in calculating such amount is inconsistent with law, in which case such Member’s obligation pursuant to this Section 10.3 shall be taken into account in such calculation), then such Member shall be obligated to pay to the Company cash in an amount equal to such deficit balance by the end of the Taxable Year of the Company during which the liquidation of the Facility Company occurs, or if later, within ninety (90) days after the date of such liquidation; provided, however, that the restoration obligation of a Member shall not exceed such Member’s then DRO Limit.

Deficit Capital Accounts. (a) Except as provided in this Section 10.3, no Member shall be obligated to contribute cash to restore a deficit in its Capital Account. Notwithstanding the foregoing, each . (b) Each Class A Member shall have the right by written notice signed by such Member to the Company (with a copy to all other Members) (the “DRO Notice”), at any time and in its sole discretion, to elect to undertake or increase the amount of, a limited deficit restoration an obligation, the amount of which shall be specified in such DRO Notice (which amount is the “DRO Limit”). Nothing contained in this Agreement shall obligate any Member to issue a DRO Notice. A DRO Notice given by a Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this Agreement without any further action by any party, and the corresponding limited deficit restoration obligation for such Member shall be considered part of a Consistent Return for purposes this Agreement. Further, upon the earlier of (a) the point in time at which the absolute value of the deficit balance in a Member’s Capital Account equals or exceeds its DRO Limit and (b) the end of the first Taxable Year during which the absolute value of the deficit balance in a Member’s Capital Account as of the end of such Taxable Year is less than the absolute value of the deficit balance in such Member’s Capital Account as of the end of the immediately preceding Taxable Year, such Member’s DRO Limit shall be automatically decreased (but not increased) at the end of such Taxable Year and each subsequent Taxable Year to an amount equal to the excess, if any, of (1) the absolute value of the deficit balance (if any) in such Member’s Capital Account at the end of such Taxable Year (prior to taking into account such reduction) over (2) the amount that such Member is deemed to be obligated to restore pursuant to the penultimate sentences in Treasury Regulation Sections 1.704-2(g)(1) and 1.704- 2(i)(5) as of the time of such reduction. In the event there is a “liquidation” of a Class A Member’s interest in the Facility Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), after giving effect to all allocations (including, for the avoidance of doubt, such Class A Member’s share of any Facility Company Minimum Gain and Member Nonrecourse Debt Minimum Gain and the allocations pursuant to Section 10.2Gain), all distributions and all Capital Contributions for all periods, if that and that Class A Member has a deficit balance in its Capital Account, calculated in accordance with this Agreement and without regard to such Members’ obligation pursuant to this Section 10.3 (except to the extent disregarding such obligation in calculating such amount is inconsistent with law, in which case such Member’s obligation pursuant to this Section 10.3 shall be taken into account in such calculation), then such Member shall be obligated to pay contribute to the Company cash in an amount equal to such deficit balance or a limited amount of such deficit balance, as provided by the Class A Member in such notice, by the end of the Taxable Year of the Company during which the liquidation of the Facility Company occurs, or if later, within ninety (90) days after the date of such liquidation; provided. Notwithstanding the foregoing, howeverafter such point in time at which the absolute value of a Class A Member’s deficit Capital Account is less than the maximum amount of its deficit restoration obligation, that the restoration obligation of a such Class A Member to restore that deficit Capital Account shall be adjusted downward (but not exceed increased) at the end of each Taxable Year to an amount equal to the lesser of (A) the dollar amount set forth in the latest of any notice given by such Class A Member, or (B) the absolute value of the deficit (if any) in such Class A Member’s then DRO LimitCapital Account at the end of such Taxable Year. Nothing contained in this Agreement shall obligate any Class A Member to issue such a notice. Any such notice given by a Class A Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this Agreement without any further action by any party.

Deficit Capital Accounts. (i) Except as expressly provided in this Section 10.312.3, no Member shall be obligated to contribute cash to restore a deficit in its Capital Account. Notwithstanding the foregoing, each Member shall have the right by written notice signed by such Member to the Company Account balance. (with a copy to all other Membersii) (the “DRO Notice”), at any time and in its sole discretion, to elect to undertake or increase the amount of, a limited deficit restoration obligation, the amount of which shall be specified in such DRO Notice (which amount is the “DRO Limit”). Nothing contained in this Agreement shall obligate any Member to issue a DRO Notice. A DRO Notice given by a Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this Agreement without any further action by any party, and the corresponding limited deficit restoration obligation for such Member shall be considered part of a Consistent Return for purposes this Agreement. Further, upon the earlier of (a) the point in time at which the absolute value of the deficit balance in a Member’s Capital Account equals or exceeds its DRO Limit and (b) the end of the first Taxable Year during which the absolute value of the deficit balance in a Member’s Capital Account as of the end of such Taxable Year is less than the absolute value of the deficit balance in such Member’s Capital Account as of the end of the immediately preceding Taxable Year, such Member’s DRO Limit shall be automatically decreased (but not increased) at the end of such Taxable Year and each subsequent Taxable Year to an amount equal to the excess, if any, of (1) the absolute value of the deficit balance (if any) in such Member’s Capital Account at the end of such Taxable Year (prior to taking into account such reduction) over (2) the amount that such Member is deemed to be obligated to restore pursuant to the penultimate sentences in Treasury Regulation Sections 1.704-2(g)(1) and 1.704- 2(i)(5) as of the time of such reduction. In the event there is a “liquidation” of a the Class A Member’s interest interests in the Facility Company are “liquidated” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), after giving effect to all allocations (including, for if the avoidance of doubt, such Member’s share of any Facility Company Minimum Gain and Member Nonrecourse Debt Minimum Gain and the allocations pursuant to Section 10.2), all distributions and all Capital Contributions for all periods, if that Class A Member has a deficit Capital Account balance in its Capital Account, calculated in accordance with this Agreement and without regard excess of the amount such Class A Member is deemed obligated to such Members’ obligation restore pursuant to this the penultimate sentences of Treasury Regulations Section 10.3 1.704- 2(g)(1) and 1.704-2(i)(5) (except to the extent disregarding such obligation in calculating such amount is inconsistent with law, in which case such Member’s obligation pursuant to this Section 10.3 shall be taken into account in such calculationan “Adjusted Deficit Capital Account Balance”), then such the Class A Member shall be obligated to pay and restore to the Company cash in an amount equal to such deficit balance Adjusted Deficit Capital Account Balance by the end of the Taxable Year of the Company during which the liquidation of the Facility Company occurs, or if later, within ninety (90) days after the date of such liquidation; provided, however, that the such restoration obligation of a the Class A Member shall not exceed such not, under any circumstances be more than its Class A DRO Amount. (iii) In the event the Class B Member’s interests in the Company are “liquidated” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), if the Class B Member has a 69 deficit Capital Account balance in excess of the amount such Class B Member is deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704- 2(g)(1) and 1.704-2(i)(5) (an “Adjusted Deficit Capital Account Balance”), then the Class B Member shall be obligated to pay and restore to the Company cash in an amount equal to such Adjusted Deficit Capital Account Balance by the end of the Taxable Year during which the liquidation of the Company occurs, or if later, within ninety (90) days after the date of such liquidation; provided, however, that such restoration obligation of the Class B Member shall not, under any circumstances be more than its Class B DRO LimitAmount.

Deficit Capital Accounts. Except as provided in this Section 10.3, no Member shall be obligated to contribute cash to restore a deficit in its Capital Account. Notwithstanding the foregoing, each Member shall have the right by written notice signed by such Member to the Company (with a copy to all other Members) (the “DRO Notice”), at any time and in its sole discretion, to elect to undertake or increase the amount of, a limited deficit restoration obligation, [***] Confidential Treatment Requested the amount of which shall be specified in such DRO Notice (which amount is the “DRO Limit”). Nothing contained in this Agreement shall obligate any Member to issue a DRO Notice. A DRO Notice given by a Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this Agreement without any further action by any party, and the corresponding limited deficit restoration obligation for such Member shall be considered part of a Consistent Return for purposes this Agreement. Further, upon the earlier of (a) the point in time at which the absolute value of the deficit balance in a Member’s Capital Account equals or exceeds its DRO Limit and (b) the end of the first Taxable Year during which the absolute value of the deficit balance in a Member’s Capital Account as of the end of such Taxable Year is less than the absolute value of the deficit balance in such Member’s Capital Account as of the end of the immediately preceding Taxable Year, such Member’s DRO Limit shall be automatically decreased (but not increased) at the end of such Taxable Year and each subsequent Taxable Year to an amount equal to the excess, if any, of (1) the absolute value of the deficit balance (if any) in such Member’s Capital Account at the end of such Taxable Year (prior to taking into account such reduction) over (2) the amount that such Member is deemed to be obligated to restore pursuant to the penultimate sentences in Treasury Regulation Sections 1.704-2(g)(1) and 1.704- 2(i)(5) as of the time of such reduction. In the event there is a “liquidation” of a Member’s interest in the Facility Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), after giving effect to all allocations (including, for the avoidance of doubt, such Member’s share of any Facility Company Minimum Gain and Member Nonrecourse Debt Minimum Gain and the allocations pursuant to Section 10.2), all distributions and all Capital Contributions for all periods, if that Member has a deficit balance in its Capital Account, calculated in accordance with this Agreement and without regard to such Members’ obligation pursuant to this Section 10.3 (except to the extent disregarding such obligation in calculating such amount is inconsistent with law, in which case such Member’s obligation pursuant to this Section 10.3 shall be taken into account in such calculation), then such Member shall be obligated to pay to the Company cash in an amount equal to such deficit balance by the end of the Taxable Year of the Company during which the liquidation of the Facility Company occurs, or if later, within ninety (90) [***] days after the date of such liquidation; provided, however, that the restoration obligation of a Member shall not exceed such Member’s then DRO Limit.

Deficit Capital Accounts. (a) Except as provided in this Section 10.3, no Member shall be obligated to contribute cash to restore a deficit in its Capital Account. Notwithstanding the foregoing, each . (b) Each Class A Member shall have the right by written notice signed by such Member to the Company (with a copy to all other Members) (the “DRO Notice”), at any time and in its sole discretion, to elect to undertake or increase the amount of, a limited deficit restoration an obligation, the amount of which shall be specified in such DRO Notice (which amount is the “DRO Limit”). Nothing contained in this Agreement shall obligate any Member to issue a DRO Notice. A DRO Notice given by a Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this Agreement without any further action by any party, and the corresponding limited deficit restoration obligation for such Member shall be considered part of a Consistent Return for purposes this Agreement. Further, upon the earlier of (a) the point in time at which the absolute value of the deficit balance in a Member’s Capital Account equals or exceeds its DRO Limit and (b) the end of the first Taxable Year during which the absolute value of the deficit balance in a Member’s Capital Account as of the end of such Taxable Year is less than the absolute value of the deficit balance in such Member’s Capital Account as of the end of the immediately preceding Taxable Year, such Member’s DRO Limit shall be automatically decreased (but not increased) at the end of such Taxable Year and each subsequent Taxable Year to an amount equal to the excess, if any, of (1) the absolute value of the deficit balance (if any) in such Member’s Capital Account at the end of such Taxable Year (prior to taking into account such reduction) over (2) the amount that such Member is deemed to be obligated to restore pursuant to the penultimate sentences in Treasury Regulation Sections 1.704-2(g)(1) and 1.704- 2(i)(5) as of the time of such reduction. In the event there is a “liquidation” of a Class A Member’s interest in the Facility Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), after giving effect to all allocations (including, for the avoidance of doubt, such Class A Member’s share of any Facility Company Minimum Gain and Member Nonrecourse Debt Minimum Gain and the allocations pursuant to Section 10.2Gain), all distributions and all Capital Contributions for all periods, if and that Class A Member has a deficit balance in its Capital Account, calculated in accordance with this Agreement and without regard to such Members’ obligation pursuant to this Section 10.3 (except to the extent disregarding such obligation in calculating such amount is inconsistent with law, in which case such Member’s obligation pursuant to this Section 10.3 shall be taken into account in such calculation), then such Member shall be obligated to pay contribute to the Company cash in an amount equal to such deficit balance or a limited amount of such deficit balance, as provided by the Class A Member in such notice, by the end of the Taxable Year of the Company during which the liquidation of the Facility Company occurs, or if later, within ninety (90) days after the date of such liquidation; provided. Notwithstanding the foregoing, howeverafter such point in time at which the absolute value of a Class A Member’s deficit Capital Account is less than the maximum amount of its deficit restoration obligation, that the restoration obligation of a such Class A Member to restore that deficit Capital Account shall be adjusted downward (but not exceed increased) at the end of each Taxable Year to an amount equal to the lesser of (A) the dollar amount set forth in the latest of any notice given by such Class A Member, or (B) the absolute value of the deficit (if any) in such Class A Member’s then DRO LimitCapital Account at the end of such Taxable Year. Nothing contained in this Agreement shall obligate any Class A Member to issue such a notice. Any such notice given by a Class A Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this Agreement without any further action by any party.

Deficit Capital Accounts. (a) Except as expressly provided in this Section 10.3, no Member shall be obligated to contribute cash to restore a deficit in its Capital Account. Notwithstanding the foregoing, each Member shall have the right by written notice signed by such Member to the Company (with a copy to all other Members) (the “DRO Notice”), at any time and in its sole discretion, to elect to undertake or increase the amount of, a limited deficit restoration obligation, the amount of which shall be specified in such DRO Notice (which amount is the “DRO Limit”). Nothing contained in this Agreement shall obligate any Member to issue a DRO Notice. A DRO Notice given by a Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this Agreement without any further action by any party, and the corresponding limited deficit restoration obligation for such Member shall be considered part of a Consistent Return for purposes this Agreement. Further, upon the earlier of (a) the point in time at which the absolute value of the deficit balance in a Member’s Capital Account equals or exceeds its DRO Limit and balance. (b) the end of the first Taxable Year during which the absolute value of the deficit balance in a Member’s Capital Account as of the end of such Taxable Year is less than the absolute value of the deficit balance in such Member’s Capital Account as of the end of the immediately preceding Taxable Year, such Member’s DRO Limit shall be automatically decreased (but not increased) at the end of such Taxable Year and each subsequent Taxable Year to an amount equal to the excess, if any, of (1) the absolute value of the deficit balance (if any) in such Member’s Capital Account at the end of such Taxable Year (prior to taking into account such reduction) over (2) the amount that such Member is deemed to be obligated to restore pursuant to the penultimate sentences in Treasury Regulation Sections 1.704-2(g)(1) and 1.704- 2(i)(5) as of the time of such reduction. In the event there is a “liquidation” of a Member’s interest the Class B Members’ interests in the Facility Company are “liquidated” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), after giving effect to all allocations (including, for the avoidance of doubt, such Member’s share of any Facility Company Minimum Gain and Member Nonrecourse Debt Minimum Gain and the allocations pursuant to Section 10.2), all distributions and all Capital Contributions for all periods, if that a Class B Member has a deficit Capital Account balance in its excess of the amount such Class B Member is deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5) (an “Adjusted Deficit Capital AccountAccount Balance”), calculated in each case in accordance with Section 10.2 and the other provisions of this Agreement and without regard to such Members’ Class B Member’s obligation pursuant to this Section 10.3 10.3(b) (except provided, that to the extent disregarding such obligation in calculating such amount is inconsistent with lawLaw, in which case such Class B Member’s obligation pursuant to this Section 10.3 10.3(b) shall be taken into account in such calculation), then such Class B Member shall be obligated to pay to the Company cash in an amount equal to such deficit balance Adjusted Deficit Capital Account Balance by the end of the Taxable Year of the Company taxable year during which the liquidation of the Facility Company occurs, or if later, within ninety (90) days after the date of such liquidation; provided, however, that the restoration obligation of a such Class B Member shall not exceed be more than its DRO Amount. Each Class B Member shall have the right by written notice to the Company (the “DRO Notice”), at any time and in its sole discretion, to elect to increase its DRO Amount to the amount specified in such DRO Notice. Notwithstanding the foregoing, after such point in time at which the absolute value of a Class B Member’s Adjusted Deficit Capital Account Balance declines over the prior Tax Year, such Class B Member’s DRO Amount shall be adjusted downward (but not increased) at the end of each Tax Year to an amount equal to the lesser of (i) the dollar amount set forth in the latest of any DRO Notice given by such Class B Member, or (ii) the absolute value of such Class B Member’s Adjusted Deficit Capital Account Balance at the end of such Tax Year. Nothing contained in this Agreement shall obligate any Class B Member to issue a DRO Notice. A DRO Notice given by a Class B Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this Agreement without any further action by any party. If any Class B Member issues a DRO Notice, the Tax Matters Partner shall prepare, or cause to be prepared by the Accounting Firm, a Tax Return that is consistent with such DRO Notice. (c) In the event the Class A Members’ interests in the Company are “liquidated” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), if a Class A Member has a deficit Capital Account balance in excess of the amount such Class A Member is deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5) (a “Class A Adjusted Deficit Capital Account Balance”), calculated in each case in accordance with Section 10.2 and the other provisions of this Agreement without regard to such Class A Member’s obligation pursuant to this Section 10.3(c) (provided, that to the extent disregarding such obligation in calculating such amount is inconsistent with Law, such Class A Member’s obligation pursuant to this Section 10.3(c) shall be taken into account in such calculation), then such Class A Member shall be obligated to pay to the Company cash in an amount equal to such Class A Adjusted Deficit Capital Account Balance by the end of the Company taxable year during which the liquidation of the Company occurs, or if later, within ninety (90) days after the date of such liquidation; provided, however, that the restoration obligation of such Class A Member shall initially not be more than $0; provided, further, that, notwithstanding any provision herein to the contrary, each Class A Member’s DRO LimitAmount shall be not less than the amount of any deficit in such Class A Member’s Capital Account that results from cash distributions made to the Class A Member in a Tax Year that are not matched by an allocation of income or gain or an adjustment made under Treasury Regulations Section 1.704-1(b)(2)(iv)(m) to such Class A Member for such Tax Year (such deficit restoration obligation of a Class A Member, the “Class A Member’s DRO Amount”). Notwithstanding the foregoing, if the absolute value of the deficit in the Class A Member’s Capital Account declines at the end of a subsequent taxable year, the Class A Member’s DRO Amount shall be adjusted downward by a corresponding amount (subject to any DRO Notice issued by the Class A Member).

Deficit Capital Accounts. (a) Except as provided in this Section 10.3, no Member shall be obligated to contribute cash to restore a deficit in its Capital Account. Notwithstanding the foregoing, each . (b) Each Class A Member shall have the right by written notice signed by such Member to the Company (with a copy to all other Members) (the “DRO Notice”), at any time and in its sole discretion, to elect to undertake or increase the amount of, a limited deficit restoration an obligation, the amount of which shall be specified in such DRO Notice (which amount is the “DRO Limit”). Nothing contained in this Agreement shall obligate any Member to issue a DRO Notice. A DRO Notice given by a Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this Agreement without any further action by any party, and the corresponding limited deficit restoration obligation for such Member shall be considered part of a Consistent Return for purposes this Agreement. Further, upon the earlier of (a) the point in time at which the absolute value of the deficit balance in a Member’s Capital Account equals or exceeds its DRO Limit and (b) the end of the first Taxable Year during which the absolute value of the deficit balance in a Member’s Capital Account as of the end of such Taxable Year is less than the absolute value of the deficit balance in such Member’s Capital Account as of the end of the immediately preceding Taxable Year, such Member’s DRO Limit shall be automatically decreased (but not increased) at the end of such Taxable Year and each subsequent Taxable Year to an amount equal to the excess, if any, of (1) the absolute value of the deficit balance (if any) in such Member’s Capital Account at the end of such Taxable Year (prior to taking into account such reduction) over (2) the amount that such Member is deemed to be obligated to restore pursuant to the penultimate sentences in Treasury Regulation Sections 1.704-2(g)(1) and 1.704- 2(i)(5) as of the time of such reduction. In the event there is a “liquidation” of a Class A Member’s interest in the Facility Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), after giving effect to all allocations (including, for the avoidance of doubt, such Class A Member’s share of any Facility Company Minimum Gain and Member Nonrecourse Debt Minimum Gain and the allocations pursuant to Section 10.2Gain), all distributions and all Capital Contributions for all periods, if and that Class A Member has a deficit balance in its Capital Account, calculated in accordance with this Agreement and without regard to such Members’ obligation pursuant to this Section 10.3 (except to the extent disregarding such obligation in calculating such amount is inconsistent with law, in which case such Member’s obligation pursuant to this Section 10.3 shall be taken into account in such calculation), then such Member shall be obligated to pay contribute to the Company cash in an amount equal to such deficit balance or a limited amount of such deficit balance, as provided by the Class A Member in such notice, by the end of the Taxable Year of the Company during which the liquidation of the Facility Company occurs, or if later, within ninety (90) [***] days after the date of such liquidation; provided. Notwithstanding the foregoing, howeverafter such point in time at which the absolute value of a Class A Member’s deficit Capital Account is less than the maximum amount of its deficit restoration obligation, that the restoration obligation of a such Class A Member to restore that deficit Capital Account shall be adjusted downward (but not exceed increased) at the end of each Taxable Year to an amount equal to the lesser of (A) the dollar amount set forth in the latest of any notice given by such Class A Member, or (B) the absolute value of the deficit (if any) in such Class A Member’s then DRO LimitCapital Account at the end of such Taxable Year. Nothing contained in this Agreement shall obligate any Class A Member to issue such a notice. Any such notice given by a Class A Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this Agreement without any further action by any party.

Deficit Capital Accounts. Except as provided in this Section 10.3, no Member shall be obligated to contribute cash to restore a deficit in its Capital Account. Notwithstanding the foregoing, each Member shall have the right by written notice signed by such Member to the Company (with a copy to all other Members) (the “DRO Notice”), at any time and in its sole discretion, to elect to undertake or increase the amount of, a limited deficit restoration obligation, the amount of which shall be specified in such DRO Notice (which amount is the “DRO Limit”). Nothing contained in this Agreement shall obligate any Member to issue a DRO Notice. A DRO Notice given by a Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this Agreement without any further action by any party, and the corresponding limited deficit restoration obligation for such Member shall be considered part of a Consistent Return for purposes this Agreement. Further, upon the earlier of (a) the point in time at which the absolute value of the deficit balance in a Member’s Capital Account equals or exceeds its DRO Limit and (b) the end of the first Taxable Year during which the absolute value of the deficit balance in a Member’s Capital Account as of the end of such Taxable Year is less than the absolute value of the deficit balance in such Member’s Capital Account as of the end of the immediately preceding Taxable Year, such Member’s DRO Limit shall be automatically decreased (but not increased) at the end of such Taxable Year and each subsequent Taxable Year to an amount equal to the excess, if any, of (1) the absolute value of the deficit balance (if any) in such Member’s Capital Account at the end of such Taxable Year (prior to taking into account such reduction) over (2) the amount that such Member is deemed to be obligated to restore pursuant to the penultimate sentences in Treasury Regulation Sections 1.704-2(g)(1) and 1.704- 2(i)(51.7042(i)(5) as of the time of such reduction. In the event there is a “liquidation” of a Member’s interest in the Facility Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), after giving effect to all allocations (including, for the avoidance of doubt, such Member’s share of any Facility Company Minimum Gain and Member Nonrecourse Debt Minimum Gain and the allocations pursuant to Section 10.2), all distributions and all Capital Contributions for all periods, if that Member has a deficit balance in its Capital Account, calculated in accordance with this Agreement and without regard to such Members’ obligation pursuant to this Section 10.3 (except to the extent disregarding such obligation in calculating such amount is inconsistent with law, in which case such Member’s obligation pursuant to this Section 10.3 shall be taken into account in such calculation), then such Member shall be obligated to pay to the Company cash in an amount equal to such deficit balance by the end of the Taxable Year of the Company during which the liquidation of the Facility Company occurs, or if later, within ninety (90) days after the date of such liquidation; provided, however, that the restoration obligation of a Member shall not exceed such Member’s then DRO Limit.

Deficit Capital Accounts. Except as provided in this Section 10.3, no Member shall be obligated to contribute cash to restore a deficit in its Capital Account. Notwithstanding the foregoing, each Member shall have the right by written notice signed by such Member to the Company (with a copy to all other Members) (the “DRO Notice”), at any time and in its sole discretion, to elect to undertake or increase the amount of, a limited deficit restoration obligation, the amount of which shall be specified in such DRO Notice (which amount is the “DRO Limit”). Nothing contained in this Agreement shall obligate any Member to issue a DRO Notice. A DRO Notice given by a Member pursuant hereto shall be deemed to constitute a duly adopted amendment to this Agreement without any further action by any party, and the corresponding limited deficit restoration obligation for such Member shall be considered part of a Consistent Return for purposes this Agreement. Further, upon the earlier of (a) the point in time at which the absolute value of the deficit balance in a Member’s Capital Account equals or exceeds its DRO Limit and (b) the end of the first Taxable Year during which the absolute value of the deficit balance in a Member’s Capital Account as of the end of such Taxable Year is less than the absolute value of the deficit balance in such Member’s Capital Account as of the end of the immediately preceding Taxable Year, such Member’s DRO Limit shall be automatically decreased (but not increased) at the end of such Taxable Year and each subsequent Taxable Year to an amount equal to the excess, if any, of (1) the absolute value of the deficit balance (if any) in such Member’s Capital Account at the end of such Taxable Year (prior to taking into account such reduction) over (2) the amount that such Member is deemed to be obligated to restore pursuant to the penultimate sentences in Treasury Regulation Sections 1.704-2(g)(1) and 1.704- 2(i)(51.7042 (i)(5) as of the time of such reduction. In the event there is a “liquidation” of a Member’s interest in the Facility Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), after giving effect to all allocations (including, for the avoidance of doubt, such Member’s share of any Facility Company Minimum Gain and Member Nonrecourse Debt Minimum Gain and the allocations pursuant to Section 10.2), all distributions and all Capital Contributions for all periods, if that Member has a deficit balance in its Capital Account, calculated in accordance with this Agreement and without regard to such Members’ obligation pursuant to this Section 10.3 (except to the extent disregarding such obligation in calculating such amount is inconsistent with law, in which case such Member’s obligation pursuant to this Section 10.3 shall be taken into account in such calculation), then such Member shall be obligated to pay to the Company cash in an amount equal to such deficit balance by the end of the Taxable Year of the Company during which the liquidation of the Facility Company occurs, or if later, within ninety (90) days after the date of such liquidation; provided, however, that the restoration obligation of a Member shall not exceed such Member’s then DRO Limit.