In the event a claim under any Guaranty is made or is reasonably likely to be made, before the relevant guarantor makes any payment under the applicable Guaranty, the Common Members shall promptly consult with each other and discuss in good faith the potential strategies for dealing with the claim, including causing and procuring the applicable guarantor under the Guaranty to pay the claim or to cause and procure the guarantor under the Guaranty to challenge the validity and/or amount of the claim.  Except as otherwise provided herein, it is the intention of the Common Members that if a claim for payment under a Guaranty is made or is likely to be made, and the Common Members, after such consultation, mutually agree that the claim for payment under such Guaranty is valid, a capital call notice shall be issued to require the Common Members to fund aggregate additional Common Contributions in the amount of such claim.  The Common Members shall fund the Common Contributions, pro rata in accordance with their respective Common Percentage Interests, into the Company, and the Company will in turn invest or cause to be invested into the relevant Venture Vehicle such funds in order for the relevant Venture Vehicle to meet the guaranteed obligations and avert the payment of the claim under the Guaranty or fund or reimburse the relevant guarantor for the payment made or to be made under the relevant Guaranty.  Notwithstanding the foregoing, even if the Common Members do not mutually agree that the claim for payment under a Guaranty is valid, or to provide the necessary funding to satisfy the claim with respect to a Guaranty, a Member (or its Affiliate) may still elect to fund all or any portion of the amount due as reasonably determined by the Common Member.