Common use of Compliance with Certain Requirements of Regulations; Deficit Capital Accounts Clause in Contracts

Compliance with Certain Requirements of Regulations; Deficit Capital Accounts. In the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XII to the Members who have positive Capital Accounts in compliance with Regulations Section 1.704- 1(b)(2)(ii)(b)(2). If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all Allocation Years, including the Allocation Year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever.

Compliance with Certain Requirements of Regulations; Deficit Capital Accounts. In the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), (a) distributions shall be made pursuant to this Article XII Section 10 to the Members Unit Holders who have positive Capital Accounts in compliance with Regulations Section 1.704- 1.704-1(b)(2)(ii)(b)(2). If any Member Unit Holder has a deficit balance in its his Capital Account (after giving effect to all contributions, distributions and allocations for all Allocation Fiscal Years, including the Allocation Fiscal Year during which such liquidation occurs), such Member Unit Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever.