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 II in respect of any Capital Commitment BTO
II Interest that may be held by the Company or (y) Associates II is obligated
under the Giveback Provisions to contribute to BTO II a Giveback Amount with
respect to any Capital Commitment BTO II Interest that may be held by Associates
II and the Company is obligated to contribute any such amount to Associates II
in respect of the Company's Capital Commitment Associates II 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 Managing Member 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Managing Member, in which case, each Member and Withdrawn Member shall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 Managing Member,
such an amount of prior distributions by the Company with respect to the Capital
Commitment BTO II 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 II 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 II Investments other than the one giving rise to such
obligation, and (c) if the Capital Commitment Giveback Amount pursuant to an
applicable BTO II Agreement is unrelated to a specific Capital Commitment BTO
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II Investment, all Capital Commitment BTO II Investments. Each Member shall
promptly contribute to the Company upon notice thereof such Member's Capital
Commitment Recontribution Amount. Prior to such time, the Managing Member 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 Managing Member
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 Recontribution Amount (a "Capital Commitment Deficiency
Contribution") if the Managing Member determines in its good faith judgment that
the Company will be unable to collect such amount in