Recourse Debt Amount Sample Clauses

Recourse Debt Amount. With respect to each New Member, the “Recourse Debt Amount” shall be $0.00.

Recourse Debt Amount. If a Non-Managing Member elects to guarantee debt as described in this Section 7.3.E(4), the Company, the Managing Member, and such Non-Managing Member agree to enter into a reimbursement agreement substantially in the form attached hereto as Exhibit C. The Company shall be required to ensure that there is a sufficient level of debt available to all Non-Managing Members for such guarantees, but not greater in the aggregate, than the Recourse Debt Amount; provided, however, that each Non-Managing Member shall be solely responsible for providing accurate information to the Company regarding the level of debt deemed “sufficient” by such Non-Managing Member, and the Company shall be deemed to have satisfied its obligations under this Section 7.3.E(4) with respect to a Non-Managing Member if it acts in good faith reliance on information delivered to the Company by such Non-Managing Members without any duty to question the accuracy of such information. The Company and the Non-Managing Member Representative shall prepare prior to October 31, 2012, and shall thereafter update from time to time, but no more frequently than once each calendar year, a schedule of the maturity dates for any outstanding indebtedness of the Company (the “Debt Schedule”), but only if such indebtedness exceeds $100,000 (“Scheduled Debt”). The Non-Managing Member Representative shall notify the Company of any need to enter into different and/or additional guarantees or reimbursement agreements (as the case may be) within forty-five (45) calendar days prior to the scheduled maturity date of any Scheduled Debt of the Company as shown on the Debt Schedule. Notwithstanding the foregoing, if the Company intends to repay, in whole or in part, or substitute other debt for, Scheduled Debt prior to its scheduled maturity date, the Company shall provide notice to the Non-Managing Member Representative at least forty-five (45) days prior to such repayment or substitution and shall provide such additional information as the Non-Managing Member Representative shall reasonably request to permit such Non-Managing Member(s) to decide whether or not to enter into different and/or additional guarantees or reimbursement agreements (as the case may be), and the Non-Managing Member Representative shall provide notice to the Company of the need for such agreements at least fifteen (15) calendar days prior to any such repayment or substitution of the Scheduled Debt.”