Common use of Compliance with Timing Requirements of Regulations Clause in Contracts

Compliance with Timing Requirements of Regulations. Except as otherwise provided in Section 10.6, in the event the Company is “liquidated” within the meaning of Regulations § 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to Section 10.2. In the discretion of the Liquidating Trustee, all or any portion of the ·distributions that would otherwise be made to the Members may be: (a) Distributed to a trust established for the benefit of the Members for the purposes of paying any contingent, conditional or unmatured liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Liquidating Trustee, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement; or (b) Withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company; provided that such withheld amounts shall be distributed to the Members as soon as practicable.

Compliance with Timing Requirements of Regulations. Except as otherwise provided in Section 10.6, in the event the Company is “liquidated” within the meaning of Regulations § 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to Section 10.2. In the discretion of the Liquidating TrusteeManaging Member, all or any a pro rata portion of the ·distributions that would otherwise be made to the Managing Member and Members pursuant to this Article 13 may be: (a1) Distributed distributed to a trust established for the benefit of the Managing Member and Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent, conditional contingent or unmatured unforeseen liabilities or obligations of the Company or of the Managing Member arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Managing Member and Members from time to time, in the reasonable discretion of the Liquidating TrusteeManaging Member, in the same proportions as and the amount distributed to such trust by the Company would otherwise have been distributed to the Managing Member and Members pursuant to this Agreement; or (b2) Withheld withheld or escrowed to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company; provided , provided, that such withheld or escrowed amounts shall be distributed to the Managing Member and Members in the manner and priority set forth in Section 13.2.A as soon as practicable.

Compliance with Timing Requirements of Regulations. Except as otherwise provided in Section 10.6, in the event the Company is “liquidated” within the meaning of Regulations § 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to Section 10.2. In the discretion of the Liquidating TrusteeManaging Member, all or any a pro rata portion of the ·distributions that would otherwise be made to the Managing Member and Members pursuant to this Article 13 may be: (a1) Distributed distributed to a trust established for the benefit of the Managing Member and Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent, conditional contingent or unmatured unforeseen liabilities or obligations of the Company or of the Managing Member arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Managing Member and Members from time to time, in the reasonable discretion of the Liquidating TrusteeManaging Member, in the same proportions as and the amount distributed to such trust by the Company would otherwise have been distributed to the Managing Member and Members pursuant to this Agreement; or (b2) Withheld withheld or escrowed to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company; provided , provided, that such withheld or escrowed amounts shall be distributed to the Managing Member and Members in the manner and priority set forth in Section 13.2.A as soon as practicable.

Compliance with Timing Requirements of Regulations. Except as otherwise provided in Section 10.6, in In the event the Company is “liquidated” within the meaning of Regulations § 1.704-1(b)(2)(ii)(gRegulation §1.704.1(b)(2)(ii)(g), then distributions shall be made pursuant to Section 10.2this Article 11 to the Members who have positive Capital Accounts in compliance with Regulation §1.704-1(b)(2)(ii)(b)(2). In the discretion of the Liquidating Trusteeliquidating trustee, all or any portion a pro rata proportion of the ·distributions distribution that would otherwise be made to the Members pursuant to this Article 11 may be: (a) Distributed distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent, conditional contingent or unmatured unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Liquidating Trusteeliquidating trustee, in the same proportions as the amount distributed to such trust by the Company that would have otherwise have been distributed to the Members pursuant to this Agreement; or (b) Withheld withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company; , provided that such withheld amounts shall be distributed to the Members as soon as practicable.. 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065

Compliance with Timing Requirements of Regulations. Except as otherwise provided in Section 10.6, in In the event the Company is “liquidated” within the meaning of Regulations § 1.704-1(b)(2)(ii)(gRegulation §1.704.1(b)(2)(ii)(g), then distributions shall be made pursuant to Section 10.2this Article 11 to the Members who have positive Capital Accounts in compliance with Regulation §1.704-1(b)(2)(ii)(b)(2). In the discretion of the Liquidating Trusteeliquidating trustee, all or any portion a pro rata proportion of the ·distributions distribution that would otherwise be made to the Members pursuant to this Article 11 may be: (a) Distributed distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent, conditional contingent or unmatured unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Liquidating Trusteeliquidating trustee, in the same proportions as the amount distributed to such trust by the Company that would have otherwise have been distributed to the Members pursuant to this Agreement; or (b) Withheld withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company; , provided that such withheld amounts shall be distributed to the Members as soon as practicable.

Compliance with Timing Requirements of Regulations. Except as otherwise provided in Section 10.6, in In the event the Company is “liquidated” within the meaning of Regulations § Section 1.704-1(b)(2)(ii)(g)) of the Regulations, distributions shall be made pursuant to Section 10.29.4 (if such liquidation constitutes a dissolution of the Company) or Section 6.3 hereof (if it does not) to the Members who have positive capital accounts in compliance with Section 1.704-1(b)(2)(ii)(b)(2) of the Regulations. In the discretion of the Liquidating TrusteeMembers, all or any by the Consent of the Members, a pro rata portion of the ·distributions that would otherwise be made to the Members pursuant to Section 9.4 may be: (a) Distributed distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent, conditional contingent or unmatured unforeseen liabilities or obligations of the Company or of the Members arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members Members, from time to time, in the reasonable discretion of the Liquidating TrusteeMembers, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement; or (b) Withheld withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company; , provided that such withheld amounts shall be distributed to the Members as soon as practicable.

Compliance with Timing Requirements of Regulations. Except as otherwise provided in Section 10.6, in the event the Company is “liquidated” within the meaning of Regulations § 1.704-1(b)(2)(ii)(gl(b)(2)(ii)(g), distributions shall be made pursuant to Section 10.2. In the discretion of the Liquidating Trustee, all or any portion of the ·distributions that would otherwise be made to the Members may be: (a) Distributed to a trust established for the benefit of the Members for the purposes of paying any contingent, conditional contingent or unmatured unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Liquidating Trustee, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement; or (b) Withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company; , provided that such withheld amounts shall be distributed to the Members as soon as practicable.

Compliance with Timing Requirements of Regulations. Except as otherwise provided in Section 10.6, in the event the Company is “liquidated” within the meaning of Regulations § 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to Section 10.2. In the discretion of the Liquidating Trustee, all or any a Pro Rata portion (according to the amount of the ·distributions) of the distributions that would otherwise be made to the Members may be: (a) Distributed to a trust established for the benefit of the Members for the purposes of paying any contingent, conditional contingent or unmatured unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Liquidating Trustee, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement; or (b) Withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company; , provided that such withheld amounts shall be distributed to the Members as soon as practicable.