Common use of No Additional Capital Contributions; Additional Funds Clause in Contracts

No Additional Capital Contributions; Additional Funds. (a) Except as otherwise provided in this Article V or Article VII, no Member will be required to make additional Capital Contributions to the LLC without the consent of that Member or permitted to make additional Capital Contributions to the LLC without the consent of the Managing Member. (b) Subject to Section 5.2(e) and the obligations of the LLC under Article VII, the Managing Member may, at any time and from time to time, determine in its sole and absolute discretion that the LLC requires additional funds for the purposes relating to the LLC’s business (“Additional Funds”). Additional Funds may be obtained by the LLC, at the direction of the Managing Member, in any manner provided in, and in accordance with, the terms of this Agreement without the approval of any other Members. (c) Subject to Section 5.2(e) and the obligations of the LLC under Article VII, the Managing Member, on behalf of the LLC, may obtain any Additional Funds by causing the LLC to incur indebtedness to any Person, in each case on the terms as the Managing Member determines are appropriate, including making the indebtedness convertible, redeemable or exchangeable for Units or Common Stock, except that the LLC will not incur that indebtedness if (i) a breach, violation or default of the indebtedness would be deemed to occur by virtue of the Transfer of any LLC interest, or (ii) the indebtedness is recourse to any Member (unless the Member otherwise agrees). (d) Subject to Section 5.2(e), the Managing Member, on behalf of the LLC, may obtain any Additional Funds by causing the LLC to incur indebtedness to the Company if the indebtedness is, to the extent permitted by Law, on substantially the same terms and conditions (including interest rate, repayment schedule, and conversion, redemption, repurchase and exchange rights, but not including financial covenants) as indebtedness incurred by the Company, the net proceeds of which are loaned to the LLC to provide the Additional Funds. (e) Except for the Secured Note (as defined in the Transaction Agreement), neither the LLC nor any of its Subsidiaries (other than a Subsidiary that is treated as a corporation for U.S. federal income tax purposes) will borrow any funds from any Member (including the Company) or any Member’s Affiliate, incur any indebtedness that is guaranteed by a Member or a Member’s Affiliate, or otherwise incur a liability that is not a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(2) (any such arrangement, a “Specified Financing”), unless (i) the economic terms of such Specified Financing are more favorable, in the aggregate, than those that could be obtained by the LLC in a borrowing that is treated as a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(2), and (ii) each Member has been provided with at least 15 days’ prior written notice of the LLC’s intention to obtain the Specified Financing (including all material terms of the Specified Financing) and an opportunity during such 15-day period to make a good faith proposal for an alternative structure for the Specified Financing that: (A) has economic terms that are, in the aggregate, no less favorable to the LLC than the Specified Financing in all respects (other than insubstantial differences in economic terms), (B) has conditions to closing that are, in the aggregate, not more burdensome to the LLC than those in the Specified Financing (other than de minimis administrative burdens), and (C) will allow the indebtedness to be treated as a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(2) (a “Nonrecourse Alternative Financing”); provided that if the indebtedness cannot be structured as a Nonrecourse Alternative Financing under circumstances described in clauses (A) and (B) above, then any Member may propose an alternative structure that satisfies the requirements described in clauses (A) and (B) above and that will result in the indebtedness being allocated to the proposing Member under Code Section 752 in accordance with the Member’s Percentage Interest (or in such proposing Member’s discretion, in accordance with a percentage that is less than such Member’s Percentage Interest) (a “Recourse Alternative Financing”). If the Managing Member receives from the Members competing Alternative Financing proposals, then the Managing Member will choose one such Alternative Financing proposal; provided, however that (x) Nonrecourse Alternative Financing proposals will be given precedence over Recourse Alternative Financing proposals and (y) the Managing Member will be required to implement a proposed Nonrecourse Alternative Financing if such proposal satisfies the requirements in clauses (A) and (B) above. The Managing Member will deliver to each Member notice and a description of the Alternative Financing proposal it has chosen. If that Alternative Financing proposal is a Recourse Alternative Financing, then each Member will have ten days from receipt of draft definitive documents with respect to such Recourse Alternative Financing to notify the Managing Member that such Member intends to participate in such Recourse Alternative Financing and the extent of such Member’s intended participation (it being understood that each Member will be entitled to participate in such Recourse Alternative Financing in accordance with the Member’s Percentage Interest (or in such Member’s discretion, in accordance with a percentage that is less than such Member’s Percentage Interest)). If the Managing Member does not receive notice from a Member under the preceding sentence within such ten-day period, the Member will be presumed to have elected not to participate in that Recourse Alternative Financing. Any Member participating in a Recourse Alternative Financing proposal will timely execute and deliver any and all documents that the Managing Member or the applicable lender may reasonably request to consummate that Recourse Alternative Financing. The Managing Member will cause the LLC to use its Reasonable Best Efforts to consummate the Alternative Financing, and the amount and terms of the Specified Financing shall be adjusted to take into account the Alternative Financing that is consummated. For the avoidance of doubt, (X) the LLC may enter into a Specified Financing that satisfies clause (i) of this Section 5.2(e), notwithstanding a Member’s proposal for Alternative Financing, if the Managing Member determines in good faith that such Alternative Financing is not, using Reasonable Best Efforts, feasible; (Y) no Member shall have any obligation to propose or participate in any Alternative Financing; and (Z) the LLC shall not enter into any Alternative Financing if such Alternative Financing would adversely affect a Member (not taking into account for this purpose an adverse effect to a Member resulting solely from an Alternative Financing qualifying as a “recourse liability” or a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(1) and (2), as the case may be) not participating in such Alternative Financing.

No Additional Capital Contributions; Additional Funds. (a) Except as otherwise provided in this Article V or Article VII, no Member will Limited Partner shall be required to make additional Capital Contributions to the LLC Partnership without the consent of that Member such Limited Partner or permitted to make additional Capital Contributions capital contributions to the LLC Partnership without the consent of the Managing MemberGeneral Partner. (b) Subject to Section 5.2(e) and the obligations of the LLC under Article VII, the Managing Member The General Partner may, at any time and from time to time, determine that the Partnership requires additional funds (“Additional Funds”) for such purposes relating to the Partnership’s business as the General Partner may determine in its sole and absolute discretion that the LLC requires additional funds for the purposes relating to the LLC’s business (“Additional Funds”)discretion. Additional Funds may be obtained by the LLCPartnership, at the direction election of the Managing MemberGeneral Partner, in any manner provided in, and in accordance with, the terms of this Agreement without the approval of any other MembersLimited Partners. (c) Subject to Section 5.2(e) and the obligations of the LLC under Article VII, the Managing MemberThe General Partner, on behalf of the LLCPartnership, may obtain any Additional Funds by causing the LLC Partnership, or arranging for any of the direct or indirect subsidiaries of the Ultimate Parent other than the Partnership, to incur indebtedness to any Person, in each case on the upon such terms as the Managing Member General Partner determines are appropriate, including making the such indebtedness convertible, redeemable or exchangeable for Units or Common StockUnits; provided, except however, that the LLC will Partnership shall not incur that any such indebtedness if if (i) a breach, violation or default of the such indebtedness would be deemed to occur by virtue of the Transfer of any LLC partnership interest, or (ii) the such indebtedness is recourse to any Member Partner (unless the Member Partner otherwise agrees). ) or (diii) Subject with respect to Section 5.2(eany Partnership borrowing in place as of the date hereof or any subsequent refinancing or replacement thereof (but not in excess of such amounts as are in place as of the date hereof), any Partner or related person would be permitted to guarantee a Partnership borrowing or otherwise bear the Managing Member“economic risk of loss” that would result in an allocation of such borrowing to such Partner under the principles of Section 752 of the Code. The General Partner, on behalf of the LLCPartnership, may obtain any Additional Funds by causing the LLC Partnership to incur indebtedness to the Company Ultimate Parent or any of its subsidiaries if the such indebtedness is, to the extent permitted by Lawlaw, on substantially the same terms and conditions (including interest rate, repayment schedule, and conversion, redemption, repurchase and exchange rights, but not including financial covenants) as indebtedness incurred by the CompanyUltimate Parent or any of its subsidiaries, the net proceeds of which are loaned to the LLC Partnership to provide the such Additional Funds. (e) ; provided, however, that the Partnership shall not use the proceeds of any such indebtedness to pay, directly or indirectly, any principal amount or otherwise repay or refinance any indebtedness of the Partnership outstanding on the date hereof. Except for the Secured Note (as defined provided in the Transaction Agreementpenultimate sentence in Section 4.01(a), neither none of the LLC nor Ultimate Parent or any of its Subsidiaries direct or indirect subsidiaries other than the Partnership and its subsidiaries shall incur any indebtedness unless the net proceeds of such indebtedness are loaned to the Partnership or its subsidiaries on substantially the same terms and conditions (other than a Subsidiary that is treated as a corporation for U.S. federal income tax purposesfinancial covenants) will borrow any funds from any Member (including the Company) or any Member’s Affiliate, incur any indebtedness that is guaranteed by a Member or a Member’s Affiliate, or otherwise incur a liability that is not a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(2) (any such arrangement, a “Specified Financing”), unless (i) the economic terms of such Specified Financing are more favorable, in the aggregate, than those that could be obtained by the LLC in a borrowing that is treated as a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(2), and (ii) each Member has been provided with at least 15 days’ prior written notice of the LLC’s intention to obtain the Specified Financing (including all material terms of the Specified Financing) and an opportunity during such 15-day period to make a good faith proposal for an alternative structure for the Specified Financing that: (A) has economic terms that are, in the aggregate, no less favorable to the LLC than the Specified Financing in all respects (other than insubstantial differences in economic terms), (B) has conditions to closing that are, in the aggregate, not more burdensome to the LLC than those in the Specified Financing (other than de minimis administrative burdens), and (C) will allow the indebtedness to be treated as a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(2) (a “Nonrecourse Alternative Financing”); provided that if the indebtedness cannot be structured as a Nonrecourse Alternative Financing under circumstances described in clauses (A) and (B) above, then any Member may propose an alternative structure that satisfies the requirements described in clauses (A) and (B) above and that will result in the indebtedness being allocated to the proposing Member under Code Section 752 in accordance with the Member’s Percentage Interest (or in such proposing Member’s discretion, in accordance with a percentage that is less than such Member’s Percentage Interest) (a “Recourse Alternative Financing”). If the Managing Member receives from the Members competing Alternative Financing proposals, then the Managing Member will choose one such Alternative Financing proposal; provided, however that (x) Nonrecourse Alternative Financing proposals will be given precedence over Recourse Alternative Financing proposals and (y) the Managing Member will be required to implement a proposed Nonrecourse Alternative Financing if such proposal satisfies the requirements in clauses (A) and (B) above. The Managing Member will deliver to each Member notice and a description of the Alternative Financing proposal it has chosen. If that Alternative Financing proposal is a Recourse Alternative Financing, then each Member will have ten days from receipt of draft definitive documents with respect to such Recourse Alternative Financing to notify the Managing Member that such Member intends to participate in such Recourse Alternative Financing and the extent of such Member’s intended participation (it being understood that each Member will be entitled to participate in such Recourse Alternative Financing in accordance with the Member’s Percentage Interest (or in such Member’s discretion, in accordance with a percentage that is less than such Member’s Percentage Interest)). If the Managing Member does not receive notice from a Member under the preceding sentence within such ten-day period, the Member will be presumed to have elected not to participate in that Recourse Alternative Financing. Any Member participating in a Recourse Alternative Financing proposal will timely execute and deliver any and all documents that the Managing Member or the applicable lender may reasonably request to consummate that Recourse Alternative Financing. The Managing Member will cause the LLC to use its Reasonable Best Efforts to consummate the Alternative Financing, and the amount and terms of the Specified Financing shall be adjusted to take into account the Alternative Financing that is consummated. For the avoidance of doubt, (X) the LLC may enter into a Specified Financing that satisfies clause (i) of this Section 5.2(e), notwithstanding a Member’s proposal for Alternative Financing, if the Managing Member determines in good faith that such Alternative Financing is not, using Reasonable Best Efforts, feasible; (Y) no Member shall have any obligation to propose or participate in any Alternative Financing; and (Z) the LLC shall not enter into any Alternative Financing if such Alternative Financing would adversely affect a Member (not taking into account for this purpose an adverse effect to a Member resulting solely from an Alternative Financing qualifying as a “recourse liability” or a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(1) and (2), as the case may be) not participating in such Alternative Financingunderlying indebtedness.

No Additional Capital Contributions; Additional Funds. (a) Except as otherwise provided in this Article V or Article VII, no Member will Limited Partner shall be required to make additional Capital Contributions to the LLC Partnership without the consent of that Member such Limited Partner or permitted to make additional Capital Contributions to the LLC Partnership without the consent of the Managing MemberGeneral Partner. (b) Subject to Section 5.2(e) and the obligations of the LLC under Article VII, the Managing Member The General Partner may, at any time and from time to time, determine that the Partnership requires additional funds (“Additional Funds”) for such purposes relating to the Partnership’s business as the General Partner may determine in its sole and absolute discretion that the LLC requires additional funds for the purposes relating to the LLC’s business (“Additional Funds”)discretion. Additional Funds may be obtained by the LLCPartnership, at the direction election of the Managing MemberGeneral Partner, in any manner provided in, and in accordance with, the terms of this Agreement without the approval of any other MembersLimited Partners. (c) Subject to Section 5.2(e) and the obligations of the LLC under Article VII, the Managing MemberThe General Partner, on behalf of the LLCPartnership, may obtain any Additional Funds by causing the LLC Partnership, or arranging for any of the direct or indirect subsidiaries of the Ultimate Parent other than the Partnership, to incur indebtedness to any Person, in each case on the upon such terms as the Managing Member General Partner determines are appropriate, including making the such indebtedness convertible, redeemable or exchangeable for Units or Common StockUnits; provided, except however, that the LLC will Partnership shall not incur that any such indebtedness if if (i) a breach, violation or default of the such indebtedness would be deemed to occur by virtue of the Transfer of any LLC partnership interest, or (ii) the such indebtedness is recourse to any Member Partner (unless the Member Partner otherwise agrees). ) or (diii) Subject with respect to Section 5.2(eany Partnership borrowing in place as of the date of the Original Agreement or any subsequent refinancing or replacement thereof (but not in excess of such amounts as were in place as of the date of the Original Agreement), any Partner or related person would be permitted to guarantee a Partnership borrowing or otherwise bear the Managing Member“economic risk of loss” that would result in an allocation of such borrowing to such Partner under the principles of Section 752 of the Code. The General Partner, on behalf of the LLCPartnership, may obtain any Additional Funds by causing the LLC Partnership to incur indebtedness to the Company Ultimate Parent or any of its subsidiaries if the such indebtedness is, to the extent permitted by Lawlaw, on substantially the same terms and conditions (including interest rate, repayment schedule, and conversion, redemption, repurchase and exchange rights, but not including financial covenants) as indebtedness incurred by the CompanyUltimate Parent or any of its subsidiaries, the net proceeds of which are loaned to the LLC Partnership to provide the such Additional Funds. (e) ; provided, however, that the Partnership shall not use the proceeds of any such indebtedness to pay, directly or indirectly, any principal amount or otherwise repay or refinance any indebtedness of the Partnership outstanding on the date of the Original Agreement. Except for the Secured Note (as defined provided in the Transaction Agreementpenultimate sentence in Section 4.01(a), neither none of the LLC nor Ultimate Parent or any of its Subsidiaries direct or indirect subsidiaries other than the Partnership and its subsidiaries shall incur any indebtedness unless the net proceeds of such indebtedness are loaned to the Partnership or its subsidiaries on substantially the same terms and conditions (other than a Subsidiary that is treated as a corporation for U.S. federal income tax purposesfinancial covenants) will borrow any funds from any Member (including the Company) or any Member’s Affiliate, incur any indebtedness that is guaranteed by a Member or a Member’s Affiliate, or otherwise incur a liability that is not a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(2) (any such arrangement, a “Specified Financing”), unless (i) the economic terms of such Specified Financing are more favorable, in the aggregate, than those that could be obtained by the LLC in a borrowing that is treated as a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(2), and (ii) each Member has been provided with at least 15 days’ prior written notice of the LLC’s intention to obtain the Specified Financing (including all material terms of the Specified Financing) and an opportunity during such 15-day period to make a good faith proposal for an alternative structure for the Specified Financing that: (A) has economic terms that are, in the aggregate, no less favorable to the LLC than the Specified Financing in all respects (other than insubstantial differences in economic terms), (B) has conditions to closing that are, in the aggregate, not more burdensome to the LLC than those in the Specified Financing (other than de minimis administrative burdens), and (C) will allow the indebtedness to be treated as a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(2) (a “Nonrecourse Alternative Financing”); provided that if the indebtedness cannot be structured as a Nonrecourse Alternative Financing under circumstances described in clauses (A) and (B) above, then any Member may propose an alternative structure that satisfies the requirements described in clauses (A) and (B) above and that will result in the indebtedness being allocated to the proposing Member under Code Section 752 in accordance with the Member’s Percentage Interest (or in such proposing Member’s discretion, in accordance with a percentage that is less than such Member’s Percentage Interest) (a “Recourse Alternative Financing”). If the Managing Member receives from the Members competing Alternative Financing proposals, then the Managing Member will choose one such Alternative Financing proposal; provided, however that (x) Nonrecourse Alternative Financing proposals will be given precedence over Recourse Alternative Financing proposals and (y) the Managing Member will be required to implement a proposed Nonrecourse Alternative Financing if such proposal satisfies the requirements in clauses (A) and (B) above. The Managing Member will deliver to each Member notice and a description of the Alternative Financing proposal it has chosen. If that Alternative Financing proposal is a Recourse Alternative Financing, then each Member will have ten days from receipt of draft definitive documents with respect to such Recourse Alternative Financing to notify the Managing Member that such Member intends to participate in such Recourse Alternative Financing and the extent of such Member’s intended participation (it being understood that each Member will be entitled to participate in such Recourse Alternative Financing in accordance with the Member’s Percentage Interest (or in such Member’s discretion, in accordance with a percentage that is less than such Member’s Percentage Interest)). If the Managing Member does not receive notice from a Member under the preceding sentence within such ten-day period, the Member will be presumed to have elected not to participate in that Recourse Alternative Financing. Any Member participating in a Recourse Alternative Financing proposal will timely execute and deliver any and all documents that the Managing Member or the applicable lender may reasonably request to consummate that Recourse Alternative Financing. The Managing Member will cause the LLC to use its Reasonable Best Efforts to consummate the Alternative Financing, and the amount and terms of the Specified Financing shall be adjusted to take into account the Alternative Financing that is consummated. For the avoidance of doubt, (X) the LLC may enter into a Specified Financing that satisfies clause (i) of this Section 5.2(e), notwithstanding a Member’s proposal for Alternative Financing, if the Managing Member determines in good faith that such Alternative Financing is not, using Reasonable Best Efforts, feasible; (Y) no Member shall have any obligation to propose or participate in any Alternative Financing; and (Z) the LLC shall not enter into any Alternative Financing if such Alternative Financing would adversely affect a Member (not taking into account for this purpose an adverse effect to a Member resulting solely from an Alternative Financing qualifying as a “recourse liability” or a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(1) and (2), as the case may be) not participating in such Alternative Financingunderlying indebtedness.

No Additional Capital Contributions; Additional Funds. (a) Except as otherwise provided in this Article V or Article VII, no Member will Limited Partner shall be required to make additional Capital Contributions to the LLC Partnership without the consent of that Member such Limited Partner or permitted to make additional Capital Contributions capital contributions to the LLC Partnership without the consent of the Managing MemberGeneral Partner. (b) Subject to Section 5.2(e) and the obligations of the LLC under Article VII, the Managing Member The General Partner may, at any time and from time to time, determine that the Partnership requires additional funds (“Additional Funds”) for such purposes relating to the Partnership’s business as the General Partner may determine in its sole and absolute discretion that the LLC requires additional funds for the purposes relating to the LLC’s business (“Additional Funds”)discretion. Additional Funds may be obtained by the LLCPartnership, at the direction election of the Managing MemberGeneral Partner, in any manner provided in, and in accordance with, the terms of this Agreement without the approval of any other MembersLimited Partners. (c) Subject to Section 5.2(e) and the obligations of the LLC under Article VII, the Managing MemberThe General Partner, on behalf of the LLCPartnership, may obtain any Additional Funds by causing the LLC Partnership, or arranging for any of the direct or indirect subsidiaries of the Ultimate Parent other than the Partnership, to incur indebtedness to any Person, in each case on the upon such terms as the Managing Member General Partner determines are appropriate, including making the such indebtedness convertible, redeemable or exchangeable for Units or Common StockUnits; provided, except however, that the LLC will Partnership shall not incur that any such indebtedness if if (i) a breach, violation or default of the such indebtedness would be deemed to occur by virtue of the Transfer of any LLC partnership interest, or (ii) the such indebtedness is recourse to any Member Partner (unless the Member Partner otherwise agrees). ) or (diii) Subject with respect to Section 5.2(eany Partnership borrowing in place as of the date hereof or any subsequent refinancing or replacement thereof (but not in excess of such amounts as are in place as of the date hereof), any Partner or related person would be permitted to guarantee a Partnership borrowing or otherwise bear the Managing Member“economic risk of loss”that would result in an allocation of such borrowing to such Partner under the principles of Section 752 of the Code. The General Partner, on behalf of the LLCPartnership, may obtain any Additional Funds by causing the LLC Partnership to incur indebtedness to the Company Ultimate Parent or any of its subsidiaries if the such indebtedness is, to the extent permitted by Lawlaw, on substantially the same terms and conditions (including interest rate, repayment schedule, and conversion, redemption, repurchase and exchange rights, but not including financial covenants) as indebtedness incurred by the CompanyUltimate Parent or any of its subsidiaries, the net proceeds of which are loaned to the LLC Partnership to provide the such Additional Funds. (e) ; provided, however, that the Partnership shall not use the proceeds of any such indebtedness to pay, directly or indirectly, any principal amount or otherwise repay or refinance any indebtedness of the Partnership outstanding on the date hereof. Except for the Secured Note (as defined provided in the Transaction Agreementpenultimate sentence in Section 4.01(a), neither none of the LLC nor Ultimate Parent or any of its Subsidiaries direct or indirect subsidiaries other than the Partnership and its subsidiaries shall incur any indebtedness unless the net proceeds of such indebtedness are loaned to the Partnership or its subsidiaries on substantially the same terms and conditions (other than a Subsidiary that is treated as a corporation for U.S. federal income tax purposesfinancial covenants) will borrow any funds from any Member (including the Company) or any Member’s Affiliate, incur any indebtedness that is guaranteed by a Member or a Member’s Affiliate, or otherwise incur a liability that is not a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(2) (any such arrangement, a “Specified Financing”), unless (i) the economic terms of such Specified Financing are more favorable, in the aggregate, than those that could be obtained by the LLC in a borrowing that is treated as a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(2), and (ii) each Member has been provided with at least 15 days’ prior written notice of the LLC’s intention to obtain the Specified Financing (including all material terms of the Specified Financing) and an opportunity during such 15-day period to make a good faith proposal for an alternative structure for the Specified Financing that: (A) has economic terms that are, in the aggregate, no less favorable to the LLC than the Specified Financing in all respects (other than insubstantial differences in economic terms), (B) has conditions to closing that are, in the aggregate, not more burdensome to the LLC than those in the Specified Financing (other than de minimis administrative burdens), and (C) will allow the indebtedness to be treated as a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(2) (a “Nonrecourse Alternative Financing”); provided that if the indebtedness cannot be structured as a Nonrecourse Alternative Financing under circumstances described in clauses (A) and (B) above, then any Member may propose an alternative structure that satisfies the requirements described in clauses (A) and (B) above and that will result in the indebtedness being allocated to the proposing Member under Code Section 752 in accordance with the Member’s Percentage Interest (or in such proposing Member’s discretion, in accordance with a percentage that is less than such Member’s Percentage Interest) (a “Recourse Alternative Financing”). If the Managing Member receives from the Members competing Alternative Financing proposals, then the Managing Member will choose one such Alternative Financing proposal; provided, however that (x) Nonrecourse Alternative Financing proposals will be given precedence over Recourse Alternative Financing proposals and (y) the Managing Member will be required to implement a proposed Nonrecourse Alternative Financing if such proposal satisfies the requirements in clauses (A) and (B) above. The Managing Member will deliver to each Member notice and a description of the Alternative Financing proposal it has chosen. If that Alternative Financing proposal is a Recourse Alternative Financing, then each Member will have ten days from receipt of draft definitive documents with respect to such Recourse Alternative Financing to notify the Managing Member that such Member intends to participate in such Recourse Alternative Financing and the extent of such Member’s intended participation (it being understood that each Member will be entitled to participate in such Recourse Alternative Financing in accordance with the Member’s Percentage Interest (or in such Member’s discretion, in accordance with a percentage that is less than such Member’s Percentage Interest)). If the Managing Member does not receive notice from a Member under the preceding sentence within such ten-day period, the Member will be presumed to have elected not to participate in that Recourse Alternative Financing. Any Member participating in a Recourse Alternative Financing proposal will timely execute and deliver any and all documents that the Managing Member or the applicable lender may reasonably request to consummate that Recourse Alternative Financing. The Managing Member will cause the LLC to use its Reasonable Best Efforts to consummate the Alternative Financing, and the amount and terms of the Specified Financing shall be adjusted to take into account the Alternative Financing that is consummated. For the avoidance of doubt, (X) the LLC may enter into a Specified Financing that satisfies clause (i) of this Section 5.2(e), notwithstanding a Member’s proposal for Alternative Financing, if the Managing Member determines in good faith that such Alternative Financing is not, using Reasonable Best Efforts, feasible; (Y) no Member shall have any obligation to propose or participate in any Alternative Financing; and (Z) the LLC shall not enter into any Alternative Financing if such Alternative Financing would adversely affect a Member (not taking into account for this purpose an adverse effect to a Member resulting solely from an Alternative Financing qualifying as a “recourse liability” or a “nonrecourse liability” within the meaning of Regulations Section 1.752-1(a)(1) and (2), as the case may be) not participating in such Alternative Financingunderlying indebtedness.