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

Compliance with Timing Requirements of Treasury Regulations. If the Company is “liquidated” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), and a Member is indebted to the Company, that Member will pay the indebtedness in accordance with the provisions of this Agreement. In the discretion of the Board of Managers, a pro rata portion of the distributions that would otherwise be made to the Members under the preceding sentence may be applied as follows: (i) The distributions may be 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 or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any trust established under this Section 16.2(c)(i) will be distributed to the Members from time to time, in the reasonable discretion of the Board of Managers, in the same proportions as the amount distributed to the trust by the Company would otherwise have been distributed to the Members under this Agreement; or (ii) 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. The withheld amounts will be distributed to the Members as soon as practicable.

Compliance with Timing Requirements of Treasury Regulations. If the Company is “liquidated” within the meaning of Treasury Regulations Section 1.704-1.704- 1(b)(2)(ii)(g), and a Member is indebted to the Company, that Member will pay the indebtedness in accordance with the provisions of this Agreement. In the discretion of the Board of Managers, a pro rata portion of the distributions that would otherwise be made to the Members under the preceding sentence may be applied as follows: (i) The distributions may be 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 or unforeseen liabilities or obligations of the Company arising out of or in connection with the Company. The assets of any trust established under this Section 16.2(c)(i) will be distributed to the Members from time to time, in the reasonable discretion of the Board of Managers, in the same proportions as the amount distributed to the trust by the Company would otherwise have been distributed to the Members under this Agreement; or (ii) 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. The withheld amounts will be distributed to the Members as soon as practicable.

Compliance with Timing Requirements of Treasury Regulations. If In the event the Company is “"liquidated” " within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), and a Member is indebted (i) distributions shall be made to the Company, that Member will pay Members pursuant to the indebtedness in accordance with the distribution provisions of this AgreementExhibit C-1, and (ii) if a Member's Capital Account has a deficit balance (after giving effect to all contributions, distributions and allocations for all taxable years, including the 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 any other Person for any purpose whatsoever. In the discretion of the Board of ManagersCompany, a pro rata portion of the distributions that would otherwise be made to the Members under the preceding sentence may be applied as followsbe: (ia) The distributions may be 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 or 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 established under this Section 16.2(c)(i) will shall be distributed to the Members from time to time, in the reasonable discretion of the Board of ManagersBoard, in the same proportions as the amount distributed to the such trust by the Company would otherwise have been distributed to the Members under pursuant to this AgreementExhibit C-1; or (iib) 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. The , provided that such withheld amounts will shall be distributed to the Members as soon as practicable.