Common use of Election to Participate Clause in Contracts

Election to Participate. (a) By written notice to the Management Committee within twenty (20) calendar days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption thereof, a Member may elect to participate in the approved Program and Budget (i) in proportion to its Ownership Interest as of the beginning of the Program Period, (ii) in some lesser amount than its Ownership Interest, or (iii) not at all. If a Member makes an election under Section 10.5(a) (ii) or (iii), its Ownership Interest shall be recalculated as provided in Section 10.5(b), with the dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Member fails to notify the Management Committee of its election, that Member shall be deemed to have elected to contribute to such Program and Budget in proportion to its Ownership Interest as of the beginning of the Program Period. (b) If a Member elects to contribute to an adopted Program and Budget in some lesser percentage than its Ownership Interest, or not at all, and the other Member elects to fund all or any portion of the deficiency, the Ownership Interest of the Reduced Member shall be provisionally recalculated as follows: (1) for an election made before Payout, by dividing (A) the sum of (1) the amount credited to the Reduced Member's Equity Account with respect to its Initial Contribution under Section 3.1, (2) the total of all of the Reduced Member's contributions to the Company under Subsection 10.5(a) or otherwise pursuant to the Agreement, and (3) the amount, if any, the Reduced Member elects to contribute to the adopted current Program and Budget, by (B) the sum of (1), (2) and (3) above for both Members; and then multiplying the result by one hundred; or (2) for an election made after Payout, by reducing its Ownership Interest in an amount equal to one-and-one-half times the amount by which it would have been reduced under Section 10.5(b)(1) if such election were made before Payout. The Ownership Interest of the other Member shall be increased by the amount of the reduction in the Ownership Interest of the Reduced Member. If the other Member elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget on the basis of the funds to be available. (c) Whenever Ownership Interests are recalculated pursuant to this Section 10.5, (i) the Equity Accounts of both Members shall be revised to bear the same ratio to each other as their recalculated Ownership Interests, (ii) the Schedule of Members shall be amended to reflect the recalculated Ownership Interests, and (iii) the portion of Capital Account attributable to the reduced Ownership Interest of the Reduced Member shall be transferred to the other Member.

Election to Participate. (a) 10.5.1 By written notice to the Management Committee within twenty (20) calendar days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption thereofof a Program and Budget, a Member may elect to participate in the approved Program and Budget Budget: (i1) in proportion to its respective Ownership Interest as of the beginning of the Program Period, Interest; (ii2) in some lesser amount than its respective Ownership Interest, ; or (iii3) not at all. If a Member makes In case of an election under Section 10.5(a) (ii10.5.1(2) or (iii10.5.1(3), its Ownership Interest shall be recalculated as provided in Section 10.5(b)10.5.2 below, with the dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Member fails to so notify the Management Committee of its electionthe extent to which it elects to participate, that the Member shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Ownership Interest as of the beginning of the Program Period. (b) 10.5.2 If a Member elects to contribute to an adopted Program and Budget in some lesser percentage amount than in proportion to its respective Ownership Interest, or not at all, and the other Member elects to fund all or any portion of the deficiency, the Ownership Interest of the Reduced Member shall be provisionally recalculated as follows: by dividing: (1) for an election made before Payout, by dividing (A) the sum of (1a) the amount credited to the Reduced Member's ’s Equity Account with respect to its Initial Contribution under Section 3.13.1 or 3.2, as applicable; (2b) the total of all of the Reduced Member's ’s contributions to the Company under Subsection 10.5(a) Section 10.5.1 or otherwise pursuant to the this Agreement, ; and (3c) the amount, if any, the Reduced Member elects to contribute to the adopted current Program and Budget, ; by (B2) the sum of (1a), (2b) and (3c) above for both Members; and then multiplying the result by one hundred; or (2) for an election made after Payout, by reducing its Ownership Interest in an amount equal to one-and-one-half times the amount by which it would have been reduced under Section 10.5(b)(1) if such election were made before Payout. or The Ownership Interest of the other Member shall be increased by the amount of the reduction in the Ownership Interest of the Reduced Member. If , and if the other Member elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget on the basis of to reflect the funds to be available. (c) 10.5.3 Whenever the Ownership Interests are recalculated pursuant to this Section 10.5Section, (i1) the Equity Accounts of both Members shall be revised to bear the same ratio to each other as their recalculated Ownership Interests, ; (ii2) the Schedule of Members shall be amended to reflect the recalculated Ownership Interests, ; and (iii3) the portion of Capital Account attributable to the reduced Ownership Interest of the Reduced Member shall be transferred to the other Member.

Election to Participate. (a) 10.5.1 By written notice to the Management Committee within twenty (20) calendar days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption thereofof a Program and Budget, a Member may elect to participate in the approved Program and Budget Budget: (i1) in proportion to its respective Ownership Interest as of the beginning of the Program PeriodInterest, (ii2) in some lesser amount than its respective Ownership Interest, or (iii3) not at all. If a Member makes In case of an election under Section 10.5(a) (ii) 10.5.1.2 or (iii)10.5.1.3, its Ownership Interest shall be recalculated as provided in Section 10.5(b)10.5.2 below, with the dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Member fails to so notify the Management Committee of its electionthe extent to which it elects to participate, that the Member shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Ownership Interest as of the beginning of the Program Period. (b) 10.5.2 If a Member elects to contribute to an adopted Program and Budget in some lesser percentage amount than in proportion to its respective Ownership Interest, or not at all, and the other Member elects to fund all or any portion of the deficiency, the Ownership Interest of the Reduced Member shall be provisionally recalculated as follows: by dividing: (1) for an election made before Payout, by dividing (A) the sum of (1a) the amount credited to the Reduced Member's Equity Account with respect to its Initial Contribution under Section 3.1, (2b) the total of all of the Reduced Member's contributions to the Company under Subsection 10.5(a) Section 10.5.1 or otherwise pursuant to the this Agreement, and (3c) the amount, if any, the Reduced Member elects to contribute to the adopted current Program and Budget, ; by (B2) the sum of (1a), (2b) and (3c) above for both Members; and then multiplying the result by one hundred; or (2) for an election made after Payout, by reducing its Ownership Interest in an amount equal to one-and-one-half times the amount by which it would have been reduced under Section 10.5(b)(1) if such election were made before Payout. or The Ownership Interest of the other Member shall be increased by the amount of the reduction in the Ownership Interest of the Reduced Member. If , and if the other Member elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget on the basis of to reflect the funds to be available. (c) 10.5.3 Whenever the Ownership Interests are recalculated pursuant to this Section 10.5Section, (i1) the Equity Accounts of both Members shall be revised to bear the same ratio to each other as their recalculated Ownership Interests, ; (ii2) the Schedule of Members shall be amended to reflect the recalculated Ownership Interests, ; and (iii3) the portion of Capital Account attributable to the reduced Ownership Interest of the Reduced Member shall be transferred to the other Member.

Election to Participate. (a) 10.5.1 By written notice to the Management Committee within twenty (20) calendar days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption thereofof a Program and Budget, a Member may elect to participate in the approved Program and Budget Budget: (i1) in proportion to its respective Ownership Interest as of the beginning of the Program PeriodInterest, (ii2) in some lesser amount than its respective Ownership Interest, or (iii3) not at all. If a Member makes In case of an election under Section 10.5(a) (ii10.5.1(2) or (iii10.5.1(3), its Ownership Interest shall be recalculated as provided in Section 10.5(b)10.5.2 below, with the dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Member fails to so notify the Management Committee of its electionthe extent to which it elects to participate, that the Member shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Ownership Interest as of the beginning of the Program Period. (b) 10.5.2 If a Member elects to contribute to an adopted Program and Budget in some lesser percentage amount than in proportion to its respective Ownership Interest, or not at all, and the other Member elects to fund all or any portion of the deficiency, the Ownership Interest of the Reduced Member shall be provisionally recalculated as follows: (1) for 10.5.2.1 For an election made before Payout, by dividing dividing: (A1) the sum of (1a) the amount credited to the Reduced Member's ’s Equity Account with respect to its Initial Contribution under Section 3.1, (2b) the total of all of the Reduced Member's ’s contributions to the Company under Subsection 10.5(a) Section 10.5.1 or otherwise pursuant to the this Agreement, and (3c) the amount, if any, the Reduced Member elects to contribute to the adopted current Program and Budget, ; by (B2) the sum of (1a), (2b) and (3c) above for both Members; and then multiplying the result by one hundred; or (2) for 10.5.2.2 For an election made after Payout, by reducing its Ownership Interest in an amount equal to one-and-one-half two (2) times the amount by which it would have been reduced under Section 10.5(b)(1) 10.5.2.1 if such election were made before Payout. The Ownership Interest of the other Member shall be increased by the amount of the reduction in the Ownership Interest of the Reduced Member. If , and if the other Member elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget on the basis of to reflect the funds to be available. (c) 10.5.3 Whenever the Ownership Interests are recalculated pursuant to this Section 10.5Section, (i1) the Equity Accounts of both Members shall be revised to bear the same ratio to each other as their recalculated Ownership Interests, ; (ii2) the Schedule of Members shall be amended to reflect the recalculated Ownership Interests, ; and (iii3) the portion of Capital Account attributable to the reduced Ownership Interest of the Reduced Member shall be transferred to the other Member.