Common use of Acceleration of Repayment Clause in Contracts

Acceleration of Repayment. Notwithstanding anything to the contrary in this Section 4.8, (i) if the Company makes any distributions to the Common Members pursuant to Section 6.9 or otherwise, the amount of each Common Member's outstanding Tax Loan Amount equal to the amount of distributions made to such Member pursuant to Section 6.9 or otherwise shall become due and payable to the Company immediately, and (ii) if any Class C Common Member sells, transfers, or exchanges any of its Class C Common Units (other than pursuant to Section 7.2.3), the amount of such Member's outstanding Tax Loan Amount up to the fair market value of the Units sold, transferred, or exchanged shall become due and payable to the Company immediately; provided, however, that in the event that a Class C Common Member exchanges its Class C Common Units for PublicCo common stock pursuant to the Bresnan Exchange Agreement and not all shares of PublicCo common stock received in such exchange are permitted by PublicCo to be sold pursuant to a securities registration, only the amount of such Member's outstanding Tax Loan Amount up to the excess, if any, of (i) the fair market value of PublicCo common stock received by such Member that are permitted to be sold, over (ii) forty-six percent (46%) of the fair market value of all PublicCo common stock received by such Member in the exchange shall become due and payable immediately. In the case described in the proviso of the preceding sentence, the Company shall receive a security interest in the unsold PublicCo common stock held by the Member, and as soon as any shares of PublicCo common stock not permitted to be sold at the time of the exchange become eligible for sale pursuant to a securities registration, such Member's outstanding Tax Loan Amount equal to the fair market value of such shares shall become immediately due and payable to the Company.

Acceleration of Repayment. Notwithstanding anything to the contrary in this Section 4.8, (i) if the Company makes any distributions to the Common Members pursuant to Section 6.9 or otherwise, the amount of each Common Member's ’s outstanding Tax Loan Amount equal to the amount of distributions made to such Member pursuant to Section 6.9 or otherwise shall become due and payable to the Company immediately, and (ii) if any Class C Common Member sells, transfers, or exchanges any of its Class C Common Units (other than pursuant to Section 7.2.3), the amount of such Member's ’s outstanding Tax Loan Amount up to the fair market value of the Units sold, transferred, or exchanged shall become due and payable to the Company immediately; provided, however, that in the event that a Class C Common Member exchanges its Class C Common Units for PublicCo common stock pursuant to the Bresnan Exchange Agreement and not all shares of PublicCo common stock received in such exchange are permitted by PublicCo to be sold pursuant to a securities registration, only the amount of such Member's ’s outstanding Tax Loan Amount up to the excess, if any, of (i) the fair market value of PublicCo common stock received by such Member that are permitted to be sold, over (ii) forty-six percent (46%) of the fair market value of all PublicCo common stock received by such Member in the exchange shall become due and payable immediately. In the case described in the proviso of the preceding sentence, the Company shall receive a security interest in the unsold PublicCo common stock held by the Member, and as soon as any shares of PublicCo common stock not permitted to be sold at the time of the exchange become eligible for sale pursuant to a securities registration, such Member's ’s outstanding Tax Loan Amount equal to the fair market value of such shares shall become immediately due and payable to the Company.

Acceleration of Repayment. Notwithstanding anything to the contrary in this Section 4.84.7, (i) if the Company makes any distributions to the Common Members pursuant to Section 6.9 6.8 or otherwise, the amount of each Common Member's ’s outstanding Tax Loan Amount equal to the amount of distributions made to such Member pursuant to Section 6.9 6.8 or otherwise shall become due and payable to the Company immediately, and (ii) if any Class C Common Member sells, transfers, or exchanges any of its Class C Common Units (in the case of a Class A Member prior to the Put Closing Date, other than pursuant to Section 7.2.3an entity controlled by AT&T Corp. which entity assumes the Tax Loan attributable to the transferred Units), the amount of such Member's ’s outstanding Tax Loan Amount up to the fair market value of the Units sold, transferred, or exchanged shall become due and payable to the Company immediately; provided, however, that in the event that prior to the Put Closing Date a Class C Common A Member exchanges its Class C Common A Preferred Units for PublicCo CCI common stock pursuant to the Bresnan CCI Exchange Agreement and not all shares of PublicCo CCI common stock received in such exchange are permitted by PublicCo CCI to be sold pursuant to a securities registration, only the amount of such Member's ’s outstanding Tax Loan Amount up to the excess, if any, of (i) the fair market value of PublicCo CCI’s common stock received by such Member that are is permitted to be sold, over (ii) forty-six percent (46%) of the fair market value of all PublicCo CCI common stock received by such Member in the exchange shall become due and payable immediately. In the case described in the proviso of the preceding sentence, the Company shall receive a security interest in the unsold PublicCo CCI common stock held by the Member, and as soon as any shares of PublicCo CCI common stock not permitted to be sold at the time of the exchange become eligible for sale pursuant to a securities registration, such Member's ’s outstanding Tax Loan Amount equal up to the excess, if any, of (i) the sum of (x) the fair market value of all CCI common stock received by such shares Member that is still held by such Member and that is now permitted to be sold, and (y) the aggregate sales proceeds of all CCI common stock received by such Member that has been sold, over (ii) the sum of (a) forty-six percent (46%) of the fair market value of all CCI common stock received by such Member in the exchange and (b) any Tax Loan Amount previously paid pursuant to the proviso of the preceding sentence or this sentence shall become immediately due and payable to the Companyimmediately.