Sharing Percentages relating to such
Capital Commitment Class B Interests, and distributions (including those
resulting from the direct or indirect sale, transfer, exchange or other
disposition by the Company) relating to a Capital Commitment Investment
excluding such Capital Commitment Disposable Investment shall be made only to
holders of Capital Commitment Class A Interests with respect to such Capital
Commitment Investment in accordance with their respective Capital Commitment
Profit Sharing Percentages relating to such Capital Commitment Class A
Interests.
(g) (i) If (x) the Company is obligated under the Giveback Provisions to
contribute a Giveback Amount to BTO in respect of any Capital Commitment BTO
Interest that may be held by the Company or (y) Associates is obligated under
the Giveback Provisions to contribute to BTO a Giveback Amount with respect to
any Capital Commitment BTO Interest that may be held by Associates and the
Company is obligated to contribute any such amount to Associates in respect of
the Company's Capital Commitment Associates Member Interest (the amount of any
such obligation of the Company with respect to such a Giveback Amount in the
case of either (x) or (y) being herein called a "Capital Commitment Giveback
Amount"), the Company shall call for such amounts as are necessary to satisfy
such obligation of the Company as determined by the Managing Member, in which
case, each Member and Withdrawn Member shall contribute to the Company, in cash,
when and as called by the Company, such an amount of prior distributions by the
Company with respect to the Capital Commitment BTO Interest (the "Capital
Commitment Recontribution Amount") which equals such Member's pro rata share of
prior distributions in connection with (a) the Capital Commitment BTO Investment
giving rise to the Capital Commitment Giveback Amount, (b) if the amounts
contributed pursuant to clause (a) above are insufficient to satisfy such
Capital Commitment Giveback Amount, Capital Commitment BTO Investments other
than the one giving rise to such obligation, and (c) if the Capital Commitment
Giveback Amount pursuant to an applicable BTO Agreement is unrelated to a
specific Capital Commitment BTO Investment, all Capital Commitment BTO
Investments. Each Member shall promptly contribute to the Company upon notice
thereof such Member's Capital Commitment Recontribution Amount. Prior to such
time, the Company may, at the Managing Member's discretion (but shall be under
no obligation to), provide notice that in the Managing Member's judgment, the
potential obligations in respect of the Capital Commitment Giveback Amount will
probably materialize (and an estimate of the aggregate amount of such
obligations).
(ii) (A) In the event any Member (a "Capital Commitment Defaulting Party") fails
to recontribute all or any portion of such Capital Commitment Defaulting Party's
Capital Commitment Recontribution Amount for any reason, the Company shall
require all other Members and Withdrawn Members to contribute, on a pro rata
basis (based on each of their respective Capital Commitment Profit Sharing
Percentages), such amounts as are necessary to fulfill the Capital Commitment
Defaulting Party's obligation to pay such Capital Commitment Defaulting Party's
Capital Commitment