The term Cash Deficit means the shortfall between Income and Reasonable Operating Expenses.
The Members agree that if either (but not both) Southern Tier or TrackPower is the Non-Contributing Member, then the other shall have the first right but not the obligation to contribute 100% of the portion of the Cash Deficit Contribution of such Non-Contributing Member, such election to be exercised within five (5) days following the Contribution Date.
The aggregate number of Units issued to all Contributing Members under this Section 7.2(c) shall be referred to as the "Cash Deficit Additional Contribution Units".
Disbursements from the escrow may be authorized monthly with written approval from the Lender's Servicer and ORCF to meet any Cash Deficit in the operation of the Project.
The Base Purchase Price will be decreased by the sum of: (i) an amount equal to the greater of any Cash Deficit and any Working Capital Shortfall, plus (ii) the amount of any Excess Debt, plus (iii) the amount of any Net Worth Shortfall, plus (iv) the amount of the Tail Insurance Premium, plus (v) the amount of the Raymond James Fee.