Common use of GUARANTEE OF PARTNERSHIP INDEBTEDNESS Clause in Contracts

GUARANTEE OF PARTNERSHIP INDEBTEDNESS. Except for arrangements expressly described in this Agreement (including loans described in Section 2.2.2.1 and/or 2.3), no Partner shall enter into (or permit any Person related to the Partner to enter into) any arrangement with respect to any liability of the Partnership that would result in such Partner (or a Person related to such Partner under Regulations Section 1.752-4(b)) bearing the economic risk of loss (within the meaning of Regulations Section 1.752-2) with respect to such liability unless such arrangement has been Approved by the Partners or such liability consists of trade payables incurred in the ordinary course of business for which the General Partner is contingently liable by reason of being a general partner of the Partnership. To the extent a Partner is permitted to guarantee the repayment of any Partnership indebtedness under this Agreement by reason of receiving the Approval of the Partners (other than liabilities consisting of trade payables incurred in the ordinary course of business for which the General Partner is contingently liable by reason of being a general partner of the Partnership), each of the other Partners shall be afforded the opportunity to guarantee such Partner's pro rata share of such indebtedness, determined in accordance with the Partners' respective Funding Proportions. If a loan is to be made to the Partnership and such loan is to be guaranteed by any Partners (which guaranty by a Partner shall occur only upon the Approval of such Partner), then, as between such Approving and guaranteeing Partners, such liability shall be shared in proportion to their respective Funding Proportions (and, if joint and several liability of such Partners shall be required by the lender under a Partnership borrowing that has been Approved by the Partners, each such Approving Partner shall make contributions to the Partnership when requested by any Partner to do so, which amounts shall immediately be distributed to such other Approving Partners, as necessary for such Approving Partners to bear the economic risk of loss with respect to any such borrowing in proportion to their respective Funding Proportions).

GUARANTEE OF PARTNERSHIP INDEBTEDNESS. Except for arrangements expressly described in this Agreement (including loans described in Section 2.2.2.1 and/or 2.3), no Partner shall enter into (or permit any Person related to the Partner to enter into) any arrangement with respect to any liability of the Partnership that would result in such Partner (or a Person related to such Partner under Regulations Section 1.752-4(b)) bearing the economic risk of loss (within the meaning of Regulations Section 1.752-2) with respect to such liability unless such arrangement has been Approved by the Partners or such liability consists of trade payables incurred in the ordinary course of business for which the General Partner is contingently liable by reason of being a general partner of the Partnership. To the extent a Partner is permitted to guarantee the repayment [18] 23 of any Partnership indebtedness under this Agreement by reason of receiving the Approval of the Partners (other than liabilities consisting of trade payables incurred in the ordinary course of business for which the General Partner is contingently liable by reason of being a general partner of the Partnership), each of the other Partners shall be afforded the opportunity to guarantee such Partner's pro rata share of such indebtedness, determined in accordance with the Partners' respective Funding Proportions. If a loan is to be made to the Partnership and such loan is to be guaranteed by any Partners (which guaranty by a Partner shall occur only upon the Approval of such Partner), then, as between such Approving and guaranteeing Partners, such liability shall be shared in proportion to their respective Funding Proportions (and, if joint and several liability of such Partners shall be required by the lender under a Partnership borrowing that has been Approved by the Partners, each such Approving Partner shall make contributions to the Partnership when requested by any Partner to do so, which amounts shall immediately be distributed to such other Approving Partners, as necessary for such Approving Partners to bear the economic risk of loss with respect to any such borrowing in proportion to their respective Funding Proportions).

GUARANTEE OF PARTNERSHIP INDEBTEDNESS. Except for arrangements expressly described in this Agreement (including loans described in Section 2.2.2.1 and/or 2.3), no Partner shall enter into (or permit any Person related to the Partner to enter into) any arrangement with respect to any liability of the Partnership that would result in such Partner (or a Person related to such Partner under Regulations Section 1.752-4(b)) bearing the economic risk of loss (within the meaning of Regulations Section 1.752-2) with respect to such liability unless such arrangement has been Approved by the Partners or such liability consists of trade payables incurred in the ordinary course of business for which the General Partner is contingently liable by reason of being a general partner of the Partnership. To the extent a Partner is permitted to guarantee the repayment of any Partnership indebtedness under this Agreement by reason of receiving the Approval of the Partners (other than liabilities consisting of trade payables incurred in the ordinary course of business for which the General Partner is contingently liable by reason of being a general partner of the Partnership), each of the other Partners shall be afforded the opportunity to guarantee such Partner's pro rata share of such indebtedness, determined in accordance with [18] 23 the Partners' respective Funding Proportions. If a loan is to be made to the Partnership and such loan is to be guaranteed by any Partners (which guaranty by a Partner shall occur only upon the Approval of such Partner), then, as between such Approving and guaranteeing Partners, such liability shall be shared in proportion to their respective Funding Proportions (and, if joint and several liability of such Partners shall be required by the lender under a Partnership borrowing that has been Approved by the Partners, each such Approving Partner shall make contributions to the Partnership when requested by any Partner to do so, which amounts shall immediately be distributed to such other Approving Partners, as necessary for such Approving Partners to bear the economic risk of loss with respect to any such borrowing in proportion to their respective Funding Proportions).

GUARANTEE OF PARTNERSHIP INDEBTEDNESS. Except for arrangements expressly described in this Agreement (including loans described in Section 2.2.2.1 and/or 2.3), no Partner shall enter into (or permit any Person related to the Partner to enter into) any arrangement with respect to any liability of the Partnership that would result in such Partner (or a Person related to such Partner under Regulations Section 1.752-4(b4.(b)) bearing the economic risk of loss (within the meaning of Regulations Section 1.752-2) with respect to such liability unless such arrangement has been Approved by the Partners or such liability consists of trade payables incurred in the ordinary course of business for which the General Partner is contingently liable by reason of being a general partner of the Partnership. To the extent a Partner is permitted to guarantee the repayment of any Partnership indebtedness under this Agreement by reason of receiving the Approval of the Partners (other than liabilities consisting of trade payables incurred in the ordinary course of business for which the General Partner is contingently liable by reason of being a general partner of the Partnership), each of the other Partners shall be afforded the opportunity to guarantee such Partner's pro rata share of such indebtedness, determined in accordance with the Partners' respective Funding Proportions. If a loan is to be made to the Partnership and such loan is to be guaranteed by any Partners (which guaranty by a Partner shall occur only upon the Approval of such Partner), then, as between such Approving and guaranteeing Partners, such liability shall be shared in proportion to their respective Funding Proportions (and, if joint and several liability of such Partners shall be required by the lender under a Partnership borrowing that has been Approved by the Partners, each such Approving Partner shall make contributions to the Partnership when requested by any Partner to do so, which amounts shall immediately be distributed to such other Approving Partners, as necessary for such Approving Partners to bear the economic risk of loss with respect to any such borrowing in proportion to their respective Funding Proportions).

GUARANTEE OF PARTNERSHIP INDEBTEDNESS. Except for arrangements expressly described in this Agreement (including loans described in Section 2.2.2.1 and/or 2.32.2.2 or Section 2.4), and except for any guaranties issued by the Managing General Partner and its Affiliates in connection with financing of the Partnership (the "Managing General Partner Guaranties"), no Partner shall enter into (or permit any Person related to the Partner to enter into) any arrangement with respect to any liability of the Partnership that would result (for any reason other than the general liability of a General Partner for the liabilities of the Partnership) in such Partner (or a Person related to such Partner under Regulations Section 1.752-4(b)) bearing the economic risk of loss (within the meaning of Regulations Section 1.752-2) with respect to such liability unless such arrangement has been Approved by the Partners or such liability consists is otherwise permitted by this Agreement. This Section 3.5.4 shall not prohibit any General Partner, Limited Partner or Affiliate of trade payables incurred a Partner electing to participate therein from making a loan described in the ordinary course of business for which the General Partner is contingently liable by reason of being a general partner of the PartnershipSection 2.2.2 or Section 2.4. To the extent a Partner is permitted to guarantee the repayment of any Partnership indebtedness under this Agreement by reason of receiving the Approval of the Partners (other than liabilities consisting of trade payables incurred in the ordinary course of business for which the General Partner is contingently liable by reason of being a general partner of the Partnership)Agreement, each of the other Partners shall be afforded the opportunity to guarantee such Partner's pro rata share of such indebtedness, determined in accordance with the Partners' respective Funding Proportions. If (a) a loan is to be made to the Partnership and or any Investment Entity, (b) such loan is to be guaranteed by any Partners or their Affiliates (which guaranty by a Partner shall occur only upon the Approval of such Partner), then(c) a Partner or an Affiliate of a Partner is required to pay, as between and pays, money on account of such Approving guaranty (including payments made pursuant to the Managing General Partner Guaranties), and guaranteeing Partners, (d) the Partner making (or whose Affiliate made) such liability shall payments is entitled to be shared in proportion indemnified by the Partnership with respect to their respective Funding Proportions (such payments under Section 5.5.2 and, if joint and several liability after liquidating the Partnership's assets in order to satisfy the indemnity contained in Section 5.5.2, there are insufficient proceeds to entirely satisfy the indemnity obligation of the Partnership to such Partner or such Affiliate with respect to such payments, then the other Partners (the "Recontributing Partners") shall be required by to make Capital Contributions to the lender under a Partnership borrowing Partnership, within ten (10) Business Days after receiving notice requesting reimbursement from the Partner making (or whose Affiliate made) such payments, which notice may be given at any time after the events described in clauses (a) through (d) of this Section 3.5.4 have occurred (or, if later, the Determination Date described in Section 5.9 with respect to such reimbursement), in the amount necessary for (i) the Partner (and its Affiliates) making such payments, and (ii) the Recontributing Partners, to bear the portion of such payments that has not been Approved by reimbursed under Section 5.5.2 ("Unreimbursed Payments") in the Partners, each such Approving "Appropriate Sharing Ratio" (defined below). In no event shall a Partner shall be required to make contributions Capital Contributions pursuant to this Section 3.5.4 in excess of the aggregate amount distributed to the Partnership when requested by any Recontributing Partner pursuant to do so, which amounts Sections 4.1.1 and 4.2.3 (but not distributions made pursuant to Section 4.1.2 in payment of Undistributed Highridge Subordinated Contributions or Undistributed Highridge Subordinated Return). Any such Capital Contributions so made shall immediately be distributed to the Partner who made, or whose Affiliate made, such other Approving Partners, as necessary for such Approving payments. The Appropriate Sharing Ratios of the Partners to bear the economic risk of loss with respect to any Unreimbursed Payments shall be determined as follows: 3.5.4.1 With respect to the portion of the Unreimbursed Payments that does not exceed the aggregate amounts distributed to the Partners for all periods pursuant to Sections 4.1.1(d), (e) and (f) (but not in payment of Undistributed Highridge Subordinated Contributions or Undistributed Highridge Subordinated Return pursuant to the preferential distribution thereof described in Section 4.1.2), such borrowing Appropriate Sharing Ratio of each Partner shall be the percentage of such distributions so received by such Partner; and 3.5.4.2 With respect to the portion of the Unreimbursed Payments exceeding the aggregate amounts distributed to the Partners for all periods pursuant to Sections 4.1.1(d), (e) and (f) (but not in proportion payment of Undistributed Highridge Subordinated Contributions or Undistributed Highridge Subordinated Return pursuant to their respective the preferential distribution thereof described in Section 4.1.2), such Appropriate Sharing Ratio of each Partner shall be such Partner's Funding Proportions)Proportion.